EXHIBIT 4.1

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                    WELLS FARGO ASSET SECURITIES CORPORATION,
                                    Depositor

                             WELLS FARGO BANK, N.A.,
                                    Servicer

                             WELLS FARGO BANK, N.A.,
                            Securities Administrator

                                       and

                      HSBC Bank USA, National Association,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 21, 2006

              Home Equity Asset-Backed Certificates, Series 2006-3

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

<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

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

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer.......................................
Section 3.02  Collection of Mortgage Loan Payments..............................
Section 3.03  Realization Upon Defaulted Mortgage Loans.........................
Section 3.04  Collection Account, Distribution Account, Excess
               Reserve Fund Account and Supplemental Interest
               Trust Account....................................................
Section 3.05  Permitted Withdrawals from the Collection Account.................
Section 3.06  Establishment of Escrow Accounts; Deposits in
               Escrow Accounts..................................................
Section 3.07  Permitted Withdrawals From Escrow Account.........................
Section 3.08  Payment of Taxes, Insurance and Other Charges;
               Collections Thereunder; Primary Mortgage Insurance...............
Section 3.09  Transfer of Accounts..............................................
Section 3.10  Maintenance of Hazard Insurance...................................
Section 3.11  Maintenance of Mortgage Impairment Insurance Policy...............
Section 3.12  Fidelity Bond, Errors and Omissions Insurance.....................
Section 3.13  Title, Management and Disposition of REO Property.................
Section 3.14  Due-on-Sale Clauses; Assumption and Substitution
               Agreements.......................................................
Section 3.15  Reserved..........................................................
Section 3.16  Optional Purchases of 60+ Day Delinquent Loans....................
Section 3.17  Custodian to Cooperate; Release of Files..........................
Section 3.18  Servicing Compensation............................................
Section 3.19  Annual Statement as to Compliance.................................
Section 3.20  Assessment of Servicing Compliance; Registered
               Public Accounting Firm Attestation Reports.......................
Section 3.21  Access to Certain Documentation and Information
               Regarding the Mortgage Loans.....................................
Section 3.22  Obligations of the Servicer in Respect of
               Compensating Interest............................................
Section 3.23  Investment of Funds in the Collection Account and
               the Distribution Account.........................................
Section 3.24  Liability of Servicer; Indemnification............................
Section 3.25  Reports of Foreclosure and Abandonment of Mortgaged
               Properties.......................................................
Section 3.26  Reserved..........................................................
Section 3.27  No Personal Solicitation..........................................
Section 3.28  Exchange Act Reports..............................................
Section 3.29  PMI Policy; Claims Under the PMI Policy...........................

                                   ARTICLE IV

                                  FLOW OF FUNDS

Section 4.01  Interest Distributions............................................
Section 4.02  Distributions of Principal and Monthly Excess
               Cashflow Amounts.................................................
Section 4.03  Allocation of Losses..............................................
Section 4.04  Method of Distribution............................................
Section 4.05  Distributions on Book-Entry Certificates..........................
Section 4.06  Statements........................................................
Section 4.07  Remittance Reports; Advances......................................
Section 4.08  Tax Treatment of Cap Carryover Amounts, the
               Supplemental Interest Trust and the Interest Rate
               Swap Agreement...................................................

                                    ARTICLE V

                                THE CERTIFICATES

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

                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

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

                                   ARTICLE VII

                                     DEFAULT

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

                                  ARTICLE VIII

                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.01  Duties of Trustee and Securities Administrator....................
Section 8.02  Certain Matters Affecting the Trustee and the
               Securities Administrator.........................................
Section 8.03  Trustee and Securities Administrator Not Liable for
               Certificates or Mortgage Loans...................................
Section 8.04  Trustee and Securities Administrator May Own
               Certificates.....................................................
Section 8.05  Trustee and Securities Administrator Fees and
               Expenses.........................................................
Section 8.06  Eligibility Requirements for Trustee and Securities
               Administrator....................................................
Section 8.07  Resignation or Removal of Trustee and Securities
               Administrator....................................................
Section 8.08  Successor Trustee and Successor Securities
               Administrator....................................................
Section 8.09  Merger or Consolidation of Trustee or Securities
               Administrator....................................................
Section 8.10  Appointment of Co-Trustee or Separate Trustee.....................
Section 8.11  Limitation of Liability...........................................
Section 8.12  Trustee or Securities Administrator May Enforce
               Claims Without Possession of Certificates........................
Section 8.13  Suits for Enforcement.............................................
Section 8.14  Waiver of Bond Requirement........................................
Section 8.15  Waiver of Inventory, Accounting and Appraisal
               Requirement......................................................
Section 8.16  Appointment of Custodian..........................................
Section 8.17  Indemnification of the Securities Administrator and
               Depositor by the Trustee.........................................
Section 8.18  Trustee Errors and Omissions Policy...............................
Section 8.19  Securities Administrator Errors and Omissions
               Policy...........................................................

                                   ARTICLE IX

                     REMIC AND GRANTOR TRUST ADMINISTRATION

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

                                    ARTICLE X

                                   TERMINATION

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

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Amendment.........................................................
Section 11.02 Recordation of Agreement; Counterparts............................
Section 11.03 Limitation on Rights of Certificateholders........................
Section 11.04 Governing Law; Jurisdiction.......................................
Section 11.05 Notices...........................................................
Section 11.06 Severability of Provisions........................................
Section 11.07 Article and Section References....................................
Section 11.08 Notice to the Rating Agencies.....................................
Section 11.09 Further Assurances................................................
Section 11.10 Benefits of Agreement.............................................
Section 11.11 Acts of Certificateholders........................................
Section 11.12 Recharacterization................................................
Section 11.13 Regulation AB Compliance; Intent of Parties;
               Reasonableness...................................................

<PAGE>

                                    EXHIBITS:

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

<PAGE>


            This Pooling and Servicing Agreement is dated as of December 21,
2006 (the "Agreement"), among WELLS FARGO ASSET SECURITIES CORPORATION, as
depositor (the "Depositor"), WELLS FARGO BANK, N.A., as servicer (the
"Servicer"), WELLS FARGO BANK, N.A., as securities administrator (the
"Securities Administrator"), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee
(the "Trustee").

                              PRELIMINARY STATEMENT

            The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple Classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of sixteen
Classes of Certificates, designated as (i) the Class A-1, Class A-2 and Class
A-3 Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5
and Class M-6, (iii) the Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, (iv) the Class CE Certificates, (v) the Class P Certificates and
(vi) the Class R Certificate.

            The Trustee shall elect that five segregated asset pools within the
Trust Fund (exclusive of (i) the Prepayment Penalties, the Servicer Prepayment
Penalty Payment Amounts and the Originator Prepayment Penalty Payment Amounts,
(ii) the Interest Rate Swap Agreement, (iii) the Interest Rate Cap Agreement,
(iv) the Supplemental Interest Trust, (v) the Excess Reserve Fund Account and
(vi) the right of the LIBOR Certificates to receive Cap Carryover Amounts and
the obligation of the LIBOR Certificates to pay Class IO Shortfalls) be treated
for federal income tax purposes as comprising five REMICs (each, a "Trust REMIC"
or, in the alternative, "Pooling-Tier REMIC-1," "Pooling-Tier REMIC-2,"
"Lower-Tier REMIC," "Upper-Tier REMIC" and "Class CE REMIC," respectively). The
Class CE Interest, Class IO Interest and each Class of LIBOR Certificates (other
than (i) the right of each Class of LIBOR Certificates to receive Cap Carryover
Amounts and the obligation to pay Class IO Shortfalls and (ii) the right of the
Class CE Certificates to receive Net Swap Payments from the Swap Provider and
Cap Payments from the Cap Provider, the obligation to pay Cap Carryover Amounts
to Holders of the LIBOR Certificates and to pay Net Swap Payments and Swap
Termination Payments to the Swap Provider, and the right to receive Class IO
Shortfalls) represent ownership of one or more regular interests in a REMIC for
purposes of the REMIC Provisions.

            The Class R Certificate represents ownership of the sole class of
residual interest in each of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC, the Upper-Tier REMIC and the Class CE REMIC for purposes of
the REMIC Provisions.

            The Start-up Day for each Trust REMIC is the Closing Date. The
latest possible maturity date for each regular interest is the latest date
referenced in Section 9.01.

            The Class CE REMIC shall hold as assets the Class UT-X Interest and
the Class UT-IO Interest as set out below. The Upper-Tier REMIC shall hold as
assets the several classes of uncertificated Lower-Tier Regular Interests, set
out below. The Lower-Tier REMIC shall hold as assets the several classes of
uncertificated Pooling-Tier REMIC-2 Regular Interests. Pooling-Tier REMIC-2
shall hold as assets the several classes of uncertificated Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1 shall hold as assets the assets of the
Trust Fund (exclusive of (i) the Prepayment Penalties, the Servicer Prepayment
Penalty Payment Amounts and the Originator Prepayment Penalty Payment Amounts,
(ii) the Interest Rate Swap Agreement, (iii) the Interest Rate Cap Agreement,
(iv) the Supplemental Interest Trust, (v) the Excess Reserve Fund Account, and
(vi) the right of the LIBOR Certificates to receive Cap Carryover Amounts and
the obligation of the LIBOR Certificates to pay Class IO Shortfalls).

            For federal income tax purposes, each Class of LIBOR Certificates,
the Class CE Certificates and the Class P Certificates represent beneficial
ownership of portions of the Trust Fund which shall be treated as a grantor
trust in accordance with Section 9.05.

                              Pooling-Tier REMIC-1

            Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated as a regular
interest in the Pooling-Tier REMIC-1. The Class PT1-R Interest is hereby
designated as the sole class of residual interest in Pooling-Tier REMIC-1. The
Class PT1-R Interest shall have no principal balance and no interest rate.

Pooling-Tier REMIC-1       Pooling-Tier REMIC-1          Initial Pooling-Tier
  Regular Interest            Interest Rate            REMIC-1 Principal Amount
Class PT1-1                        (1)                         $56,550,677.00
Class PT1-2A                       (2)                          $4,009,769.75
Class PT1-2B                       (3)                          $4,009,769.75
Class PT1-3A                       (2)                         $11,605,231.54
Class PT1-3B                       (3)                         $11,605,231.54
Class PT1-4A                       (2)                         $11,975,124.84
Class PT1-4B                       (3)                         $11,975,124.84
Class PT1-5A                       (2)                         $12,306,905.76
Class PT1-5B                       (3)                         $12,306,905.76
Class PT1-6A                       (2)                         $12,599,223.48
Class PT1-6B                       (3)                         $12,599,223.48
Class PT1-7A                       (2)                         $12,850,865.45
Class PT1-7B                       (3)                         $12,850,865.45
Class PT1-8A                       (2)                         $13,060,998.13
Class PT1-8B                       (3)                         $13,060,998.13
Class PT1-9A                       (2)                         $13,228,936.29
Class PT1-9B                       (3)                         $13,228,936.29
Class PT1-10A                      (2)                         $13,353,993.15
Class PT1-10B                      (3)                         $13,353,993.15
Class PT1-11A                      (2)                         $13,436,169.57
Class PT1-11B                      (3)                         $13,436,169.57
Class PT1-12A                      (2)                         $13,474,527.18
Class PT1-12B                      (3)                         $13,474,527.18
Class PT1-13A                      (2)                         $13,470,317.13
Class PT1-13B                      (3)                         $13,470,317.13
Class PT1-14A                      (2)                         $13,419,103.29
Class PT1-14B                      (3)                         $13,419,103.29
Class PT1-15A                      (2)                         $13,217,040.62
Class PT1-15B                      (3)                         $13,217,040.62
Class PT1-16A                      (2)                         $12,972,765.30
Class PT1-16B                      (3)                         $12,972,765.30
Class PT1-17A                      (2)                         $12,705,710.51
Class PT1-17B                      (3)                         $12,705,710.51
Class PT1-18A                      (2)                         $12,417,267.88
Class PT1-18B                      (3)                         $12,417,267.88
Class PT1-19A                      (2)                         $12,112,722.64
Class PT1-19B                      (3)                         $12,112,722.64
Class PT1-20A                      (2)                         $11,451,242.14
Class PT1-20B                      (3)                         $11,451,242.14
Class PT1-21A                      (2)                         $10,787,794.84
Class PT1-21B                      (3)                         $10,787,794.84
Class PT1-22A                      (2)                         $10,148,448.18
Class PT1-22B                      (3)                         $10,148,448.18
Class PT1-23A                      (2)                          $9,547,812.35
Class PT1-23B                      (3)                          $9,547,812.35
Class PT1-24A                      (2)                          $8,964,273.04
Class PT1-24B                      (3)                          $8,964,273.04
Class PT1-25A                      (2)                          $8,436,190.39
Class PT1-25B                      (3)                          $8,436,190.39
Class PT1-26A                      (2)                          $7,939,825.35
Class PT1-26B                      (3)                          $7,939,825.35
Class PT1-27A                      (2)                          $7,473,221.43
Class PT1-27B                      (3)                          $7,473,221.43
Class PT1-28A                      (2)                          $7,082,733.16
Class PT1-28B                      (3)                          $7,082,733.16
Class PT1-29A                      (2)                         $15,226,250.07
Class PT1-29B                      (3)                         $15,226,250.07
Class PT1-30A                      (2)                         $14,118,528.26
Class PT1-30B                      (3)                         $14,118,528.26
Class PT1-31A                      (2)                         $11,804,552.10
Class PT1-31B                      (3)                         $11,804,552.10
Class PT1-32A                      (2)                          $9,887,963.80
Class PT1-32B                      (3)                          $9,887,963.80
Class PT1-33A                      (2)                          $8,299,552.31
Class PT1-33B                      (3)                          $8,299,552.31
Class PT1-34A                      (2)                          $6,982,245.66
Class PT1-34B                      (3)                          $6,982,245.66
Class PT1-35A                      (2)                          $5,889,084.49
Class PT1-35B                      (3)                          $5,889,084.49
Class PT1-36A                      (2)                          $4,984,049.50
Class PT1-36B                      (3)                          $4,984,049.50
Class PT1-37A                      (2)                          $4,232,528.74
Class PT1-37B                      (3)                          $4,232,528.74
Class PT1-38A                      (2)                          $3,605,708.36
Class PT1-38B                      (3)                          $3,605,708.36
Class PT1-39A                      (2)                          $2,841,489.27
Class PT1-39B                      (3)                          $2,841,489.27
Class PT1-40A                      (2)                          $2,289,499.03
Class PT1-40B                      (3)                          $2,289,499.03
Class PT1-41A                      (2)                          $1,906,815.31
Class PT1-41B                      (3)                          $1,906,815.31
Class PT1-42A                      (2)                          $1,626,847.83
Class PT1-42B                      (3)                          $1,626,847.83
Class PT1-43A                      (2)                          $1,413,758.15
Class PT1-43B                      (3)                          $1,413,758.15
Class PT1-44A                      (2)                          $1,246,331.40
Class PT1-44B                      (3)                          $1,246,331.40
Class PT1-45A                      (2)                          $1,111,323.18
Class PT1-45B                      (3)                          $1,111,323.18
Class PT1-46A                      (2)                          $1,000,221.26
Class PT1-46B                      (3)                          $1,000,221.26
Class PT1-47A                      (2)                            $937,202.20
Class PT1-47B                      (3)                            $937,202.20
Class PT1-48A                      (2)                            $884,052.37
Class PT1-48B                      (3)                            $884,052.37
Class PT1-49A                      (2)                         $15,663,783.39
Class PT1-49B                      (3)                         $15,663,783.39

----------

(1)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (such rate, the "Pooling-Tier REMIC-1 Interest Rate" for such Class)
      equal to the Pooling-Tier REMIC-1 WAC Rate.

(2)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (such rate, the "Pooling-Tier REMIC-1 Interest Rate" for such Class)
      equal to the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 WAC Rate,
      subject to a maximum rate equal to the PT1 Cap.

(3)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (such rate, the "Pooling-Tier REMIC-1 Interest Rate" for such Class)
      equal to the excess, if any, of (A) the product of (i) 2 and (ii) the
      Pooling-Tier REMIC-1 WAC Rate over (B) the PT1 Cap.

            On each Distribution Date, the Securities Administrator shall first
pay from the Trust Fund and charge as an expense of Pooling-Tier REMIC-1 all
expenses of the Trust for such Distribution Date. Such expenses, other than any
Servicing Fee and Insurer Fee, shall be allocated in the same manner as Realized
Losses.

            On each Distribution Date, the interest distributable in respect of
the Mortgage Loans for such Distribution Date shall be deemed to be distributed
to the Pooling-Tier REMIC-1 Regular Interests at the rates shown above.

            On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Mortgage Loans shall be allocated to
the outstanding Pooling-Tier REMIC-1 Regular Interest with the lowest numerical
denomination until the Pooling-Tier REMIC-1 Principal Amount of such interest or
interests, as the case may be, is reduced to zero, provided that, with respect
to Pooling-Tier REMIC-1 Regular Interests with the same numerical denomination,
such Realized Losses, Subsequent Recoveries and payments of principal shall be
allocated pro rata between such Pooling-Tier REMIC-1 Regular Interests.

                              Pooling-Tier REMIC-2

            Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class PT2-R
Interest, is hereby designated as a regular interest in Pooling-Tier REMIC-2.
The Class PT2-R Interest is hereby designated as the sole class of residual
interest in Pooling-Tier REMIC-2 and shall be represented by the Class R
Certificate. The Class PT2-R Interest shall have no principal balance and no
interest rate.

<TABLE>
<CAPTION>
                                                                                         Corresponding
                          Pooling-Tier    Initial Pooling-Tier       Corresponding        Pooling-Tier       Corresponding
  Pooling-Tier REMIC-2       REMIC-2       REMIC-2 Principal     Pooling-Tier REMIC-2   REMIC-1 Regular   Scheduled Crossover
    Regular Interest      Interest Rate          Amount               IO Interest           Interest       Distribution Date
-----------------------   -------------   --------------------   --------------------   ---------------   -------------------
<S>                       <C>             <C>                    <C>                    <C>               <C>
Class PT2-1                    (1)           $56,550,677.00               N/A                 N/A                 N/A
Class PT2-2A                   (2)            $4,009,769.75         Class PT2-IO-2            N/A                 N/A
Class PT2-2B                   (3)            $4,009,769.75               N/A                 N/A                 N/A
Class PT2-3A                   (2)           $11,605,231.54         Class PT2-IO-3            N/A                 N/A
Class PT2-3B                   (3)           $11,605,231.54               N/A                 N/A                 N/A
Class PT2-4A                   (2)           $11,975,124.84         Class PT2-IO-4            N/A                 N/A
Class PT2-4B                   (3)           $11,975,124.84               N/A                 N/A                 N/A
Class PT2-5A                   (2)           $12,306,905.76         Class PT2-IO-5            N/A                 N/A
Class PT2-5B                   (3)           $12,306,905.76               N/A                 N/A                 N/A
Class PT2-6A                   (2)           $12,599,223.48         Class PT2-IO-6            N/A                 N/A
Class PT2-6B                   (3)           $12,599,223.48               N/A                 N/A                 N/A
Class PT2-7A                   (2)           $12,850,865.45         Class PT2-IO-7            N/A                 N/A
Class PT2-7B                   (3)           $12,850,865.45               N/A                 N/A                 N/A
Class PT2-8A                   (2)           $13,060,998.13         Class PT2-IO-8            N/A                 N/A
Class PT2-8B                   (3)           $13,060,998.13               N/A                 N/A                 N/A
Class PT2-9A                   (2)           $13,228,936.29         Class PT2-IO-9            N/A                 N/A
Class PT2-9B                   (3)           $13,228,936.29               N/A                 N/A                 N/A
Class PT2-10A                  (2)           $13,353,993.15         Class PT2-IO-10           N/A                 N/A
Class PT2-10B                  (3)           $13,353,993.15               N/A                 N/A                 N/A
Class PT2-11A                  (2)           $13,436,169.57         Class PT2-IO-11           N/A                 N/A
Class PT2-11B                  (3)           $13,436,169.57               N/A                 N/A                 N/A
Class PT2-12A                  (2)           $13,474,527.18         Class PT2-IO-12           N/A                 N/A
Class PT2-12B                  (3)           $13,474,527.18               N/A                 N/A                 N/A
Class PT2-13A                  (2)           $13,470,317.13         Class PT2-IO-13           N/A                 N/A
Class PT2-13B                  (3)           $13,470,317.13               N/A                 N/A                 N/A
Class PT2-14A                  (2)           $13,419,103.29         Class PT2-IO-14           N/A                 N/A
Class PT2-14B                  (3)           $13,419,103.29               N/A                 N/A                 N/A
Class PT2-15A                  (2)           $13,217,040.62         Class PT2-IO-15           N/A                 N/A
Class PT2-15B                  (3)           $13,217,040.62               N/A                 N/A                 N/A
Class PT2-16A                  (2)           $12,972,765.30         Class PT2-IO-16           N/A                 N/A
Class PT2-16B                  (3)           $12,972,765.30               N/A                 N/A                 N/A
Class PT2-17A                  (2)           $12,705,710.51         Class PT2-IO-17           N/A                 N/A
Class PT2-17B                  (3)           $12,705,710.51               N/A                 N/A                 N/A
Class PT2-18A                  (2)           $12,417,267.88         Class PT2-IO-18           N/A                 N/A
Class PT2-18B                  (3)           $12,417,267.88               N/A                 N/A                 N/A
Class PT2-19A                  (2)           $12,112,722.64         Class PT2-IO-19           N/A                 N/A
Class PT2-19B                  (3)           $12,112,722.64               N/A                 N/A                 N/A
Class PT2-20A                  (2)           $11,451,242.14         Class PT2-IO-20           N/A                 N/A
Class PT2-20B                  (3)           $11,451,242.14               N/A                 N/A                 N/A
Class PT2-21A                  (2)           $10,787,794.84         Class PT2-IO-21           N/A                 N/A
Class PT2-21B                  (3)           $10,787,794.84               N/A                 N/A                 N/A
Class PT2-22A                  (2)           $10,148,448.18         Class PT2-IO-22           N/A                 N/A
Class PT2-22B                  (3)           $10,148,448.18               N/A                 N/A                 N/A
Class PT2-23A                  (2)            $9,547,812.35         Class PT2-IO-23           N/A                 N/A
Class PT2-23B                  (3)            $9,547,812.35               N/A                 N/A                 N/A
Class PT2-24A                  (2)            $8,964,273.04         Class PT2-IO-24           N/A                 N/A
Class PT2-24B                  (3)            $8,964,273.04               N/A                 N/A                 N/A
Class PT2-25A                  (2)            $8,436,190.39         Class PT2-IO-25           N/A                 N/A
Class PT2-25B                  (3)            $8,436,190.39               N/A                 N/A                 N/A
Class PT2-26A                  (2)            $7,939,825.35         Class PT2-IO-26           N/A                 N/A
Class PT2-26B                  (3)            $7,939,825.35               N/A                 N/A                 N/A
Class PT2-27A                  (2)            $7,473,221.43         Class PT2-IO-27           N/A                 N/A
Class PT2-27B                  (3)            $7,473,221.43               N/A                 N/A                 N/A
Class PT2-28A                  (2)            $7,082,733.16         Class PT2-IO-28           N/A                 N/A
Class PT2-28B                  (3)            $7,082,733.16               N/A                 N/A                 N/A
Class PT2-29A                  (2)           $15,226,250.07         Class PT2-IO-29           N/A                 N/A
Class PT2-29B                  (3)           $15,226,250.07               N/A                 N/A                 N/A
Class PT2-30A                  (2)           $14,118,528.26         Class PT2-IO-30           N/A                 N/A
Class PT2-30B                  (3)           $14,118,528.26               N/A                 N/A                 N/A
Class PT2-31A                  (2)           $11,804,552.10         Class PT2-IO-31           N/A                 N/A
Class PT2-31B                  (3)           $11,804,552.10               N/A                 N/A                 N/A
Class PT2-32A                  (2)            $9,887,963.80         Class PT2-IO-32           N/A                 N/A
Class PT2-32B                  (3)            $9,887,963.80               N/A                 N/A                 N/A
Class PT2-33A                  (2)            $8,299,552.31         Class PT2-IO-33           N/A                 N/A
Class PT2-33B                  (3)            $8,299,552.31               N/A                 N/A                 N/A
Class PT2-34A                  (2)            $6,982,245.66         Class PT2-IO-34           N/A                 N/A
Class PT2-34B                  (3)            $6,982,245.66               N/A                 N/A                 N/A
Class PT2-35A                  (2)            $5,889,084.49         Class PT2-IO-35           N/A                 N/A
Class PT2-35B                  (3)            $5,889,084.49               N/A                 N/A                 N/A
Class PT2-36A                  (2)            $4,984,049.50         Class PT2-IO-36           N/A                 N/A
Class PT2-36B                  (3)            $4,984,049.50               N/A                 N/A                 N/A
Class PT2-37A                  (2)            $4,232,528.74         Class PT2-IO-37           N/A                 N/A
Class PT2-37B                  (3)            $4,232,528.74               N/A                 N/A                 N/A
Class PT2-38A                  (2)            $3,605,708.36         Class PT2-IO-38           N/A                 N/A
Class PT2-38B                  (3)            $3,605,708.36               N/A                 N/A                 N/A
Class PT2-39A                  (2)            $2,841,489.27         Class PT2-IO-39           N/A                 N/A
Class PT2-39B                  (3)            $2,841,489.27               N/A                 N/A                 N/A
Class PT2-40A                  (2)            $2,289,499.03         Class PT2-IO-40           N/A                 N/A
Class PT2-40B                  (3)            $2,289,499.03               N/A                 N/A                 N/A
Class PT2-41A                  (2)            $1,906,815.31         Class PT2-IO-41           N/A                 N/A
Class PT2-41B                  (3)            $1,906,815.31               N/A                 N/A                 N/A
Class PT2-42A                  (2)            $1,626,847.83         Class PT2-IO-42           N/A                 N/A
Class PT2-42B                  (3)            $1,626,847.83               N/A                 N/A                 N/A
Class PT2-43A                  (2)            $1,413,758.15         Class PT2-IO-43           N/A                 N/A
Class PT2-43B                  (3)            $1,413,758.15               N/A                 N/A                 N/A
Class PT2-44A                  (2)            $1,246,331.40         Class PT2-IO-44           N/A                 N/A
Class PT2-44B                  (3)            $1,246,331.40               N/A                 N/A                 N/A
Class PT2-45A                  (2)            $1,111,323.18         Class PT2-IO-45           N/A                 N/A
Class PT2-45B                  (3)            $1,111,323.18               N/A                 N/A                 N/A
Class PT2-46A                  (2)            $1,000,221.26         Class PT2-IO-46           N/A                 N/A
Class PT2-46B                  (3)            $1,000,221.26               N/A                 N/A                 N/A
Class PT2-47A                  (2)              $937,202.20         Class PT2-IO-47           N/A                 N/A
Class PT2-47B                  (3)              $937,202.20               N/A                 N/A                 N/A
Class PT2-48A                  (2)              $884,052.37         Class PT2-IO-48           N/A                 N/A
Class PT2-48B                  (3)              $884,052.37               N/A                 N/A                 N/A
Class PT2-49A                  (2)           $15,663,783.39         Class PT2-IO-49           N/A                 N/A
Class PT2-49B                  (3)           $15,663,783.39               N/A                 N/A                 N/A
Class PT2-IO-2                 (4)                (4)                     N/A             Class PT1-2A       January 2007
Class PT2-IO-3                 (4)                (4)                     N/A             Class PT1-3A       February 2007
Class PT2-IO-4                 (4)                (4)                     N/A             Class PT1-4A        March 2007
Class PT2-IO-5                 (4)                (4)                     N/A             Class PT1-5A        April 2007
Class PT2-IO-6                 (4)                (4)                     N/A             Class PT1-6A         May 2007
Class PT2-IO-7                 (4)                (4)                     N/A             Class PT1-7A         June 2007
Class PT2-IO-8                 (4)                (4)                     N/A             Class PT1-8A         July 2007
Class PT2-IO-9                 (4)                (4)                     N/A             Class PT1-9A        August 2007
Class PT2-IO-10                (4)                (4)                     N/A            Class PT1-10A      September 2007
Class PT2-IO-11                (4)                (4)                     N/A            Class PT1-11A       October 2007
Class PT2-IO-12                (4)                (4)                     N/A            Class PT1-12A       November 2007
Class PT2-IO-13                (4)                (4)                     N/A            Class PT1-13A       December 2007
Class PT2-IO-14                (4)                (4)                     N/A            Class PT1-14A       January 2008
Class PT2-IO-15                (4)                (4)                     N/A            Class PT1-15A       February 2008
Class PT2-IO-16                (4)                (4)                     N/A            Class PT1-16A        March 2008
Class PT2-IO-17                (4)                (4)                     N/A            Class PT1-17A        April 2008
Class PT2-IO-18                (4)                (4)                     N/A            Class PT1-18A         May 2008
Class PT2-IO-19                (4)                (4)                     N/A            Class PT1-19A         June 2008
Class PT2-IO-20                (4)                (4)                     N/A            Class PT1-20A         July 2008
Class PT2-IO-21                (4)                (4)                     N/A            Class PT1-21A        August 2008
Class PT2-IO-22                (4)                (4)                     N/A            Class PT1-22A      September 2008
Class PT2-IO-23                (4)                (4)                     N/A            Class PT1-23A       October 2008
Class PT2-IO-24                (4)                (4)                     N/A            Class PT1-24A       November 2008
Class PT2-IO-25                (4)                (4)                     N/A            Class PT1-25A       December 2008
Class PT2-IO-26                (4)                (4)                     N/A            Class PT1-26A       January 2009
Class PT2-IO-27                (4)                (4)                     N/A            Class PT1-27A       February 2009
Class PT2-IO-28                (4)                (4)                     N/A            Class PT1-28A        March 2009
Class PT2-IO-29                (4)                (4)                     N/A            Class PT1-29A        April 2009
Class PT2-IO-30                (4)                (4)                     N/A            Class PT1-30A         May 2009
Class PT2-IO-31                (4)                (4)                     N/A            Class PT1-31A         June 2009
Class PT2-IO-32                (4)                (4)                     N/A            Class PT1-32A         July 2009
Class PT2-IO-33                (4)                (4)                     N/A            Class PT1-33A        August 2009
Class PT2-IO-34                (4)                (4)                     N/A            Class PT1-34A      September 2009
Class PT2-IO-35                (4)                (4)                     N/A            Class PT1-35A       October 2009
Class PT2-IO-36                (4)                (4)                     N/A            Class PT1-36A       November 2009
Class PT2-IO-37                (4)                (4)                     N/A            Class PT1-37A       December 2009
Class PT2-IO-38                (4)                (4)                     N/A            Class PT1-38A       January 2010
Class PT2-IO-39                (4)                (4)                     N/A            Class PT1-39A       February 2010
Class PT2-IO-40                (4)                (4)                     N/A            Class PT1-40A        March 2010
Class PT2-IO-41                (4)                (4)                     N/A            Class PT1-41A        April 2010
Class PT2-IO-42                (4)                (4)                     N/A            Class PT1-42A         May 2010
Class PT2-IO-43                (4)                (4)                     N/A            Class PT1-43A         June 2010
Class PT2-IO-44                (4)                (4)                     N/A            Class PT1-44A         July 2010
Class PT2-IO-45                (4)                (4)                     N/A            Class PT1-45A        August 2010
Class PT2-IO-46                (4)                (4)                     N/A            Class PT1-46A      September 2010
Class PT2-IO-47                (4)                (4)                     N/A            Class PT1-47A       October 2010
Class PT2-IO-48                (4)                (4)                     N/A            Class PT1-48A       November 2010
Class PT2-IO-49                (4)                (4)                     N/A            Class PT1-49A       December 2010
</TABLE>

---------

(1)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (such rate, the "Pooling-Tier REMIC-2 Interest Rate" for such Class)
      equal to the Pooling-Tier REMIC-1 WAC Rate.

(2)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (such rate, the "Pooling-Tier REMIC-2 Interest Rate" for such Class)
      equal to the weighted average of the Pooling-Tier REMIC-1 Interest Rates
      on the Pooling-Tier REMIC-1 Regular Interests having an "A" in their class
      designation, provided that, on each Distribution Date on which interest is
      distributable on the Corresponding Pooling-Tier REMIC-2 IO Interest, this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate equal to Swap LIBOR subject to a maximum rate equal to the weighted
      average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
      REMIC-1 Regular Interests having an "A" in their class designation.

(3)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (such rate, the "Pooling-Tier REMIC-2 Interest Rate" for such Class)
      equal to the weighted average of the Pooling-Tier REMIC-1 Interest Rates
      on the Pooling-Tier REMIC-1 Regular Interests having a "B" in their class
      designation.

(4)   Each Pooling-Tier REMIC-2 IO Interest is an interest-only interest and
      does not have a principal balance. From the Closing Date through and
      including the Corresponding Scheduled Crossover Distribution Date, each
      Pooling-Tier REMIC-2 IO Interest shall be entitled to receive interest
      that accrues on the Corresponding Pooling-Tier REMIC-1 Regular Interest at
      a rate equal to the excess, if any, of (i) the Pooling-Tier REMIC-1
      Interest Rate for the Corresponding Pooling-Tier REMIC-1 Regular Interest
      over (ii) Swap LIBOR. After the Corresponding Scheduled Crossover
      Distribution Date, the Pooling-Tier REMIC-2 IO Interest shall not accrue
      interest.

            On each Distribution Date, the interest distributable in respect of
the Mortgage Loans for such Distribution Date shall be distributed to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2 Interest
Rates shown above.

            On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Mortgage Loans shall be allocated to
the outstanding Pooling-Tier REMIC-2 Regular Interests (other than the
Pooling-Tier REMIC-2 IO Interests) with the lowest numerical denomination until
the Pooling-Tier REMIC-2 Principal Amount of such interest or interests, as the
case may be, is reduced to zero, provided however that, for Pooling-Tier REMIC-2
Regular Interests with the same numerical denomination, such Realized Losses,
Subsequent Recoveries and payments of principal shall be allocated pro rata
between such Pooling-Tier REMIC-2 Regular Interests.

                                Lower-Tier REMIC

            The Lower-Tier REMIC shall issue the following interests, and each
such interest, other than the Class LT-R Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest is hereby
designated as the sole class of residual interest in the Lower-Tier REMIC and
shall be represented by the Class R Certificate. The Class LT-R Interest shall
have no principal balance and no interest rate.

<TABLE>
<CAPTION>
                                                                                                           Corresponding
                                                                                                          Upper-Tier REMIC
Lower-Tier Regular Interest      Lower-Tier Interest Rate      Initial Lower-Tier Principal Amount        Regular Interest
---------------------------      ------------------------      -----------------------------------        ----------------
<S>                              <C>                           <C>                                        <C>
        Class LT-A-1                       (1)               1/2 Principal Balance of Corresponding             A-1
                                                             Upper-Tier REMIC Regular Interest
        Class LT-A-2                       (1)               1/2 Principal Balance of Corresponding             A-2
                                                             Upper-Tier REMIC Regular Interest
        Class LT-A-3                       (1)               1/2 Principal Balance of Corresponding             A-3
                                                             Upper-Tier REMIC Regular Interest
        Class LT-M-1                       (1)               1/2 Principal Balance of Corresponding             M-1
                                                             Upper-Tier REMIC Regular Interest
        Class LT-M-2                       (1)               1/2 Principal Balance of Corresponding             M-2
                                                             Upper-Tier REMIC Regular Interest
        Class LT-M-3                       (1)               1/2 Principal Balance of Corresponding             M-3
                                                             Upper-Tier REMIC Regular Interest
        Class LT-M-4                       (1)               1/2 Principal Balance of Corresponding             M-4
                                                             Upper-Tier REMIC Regular Interest
        Class LT-M-5                       (1)               1/2 Principal Balance of Corresponding             M-5
                                                             Upper-Tier REMIC Regular Interest
        Class LT-M-6                       (1)               1/2 Principal Balance of Corresponding             M-6
                                                             Upper-Tier REMIC Regular Interest
        Class LT-B-1                       (1)               1/2 Principal Balance of Corresponding             B-1
                                                             Upper-Tier REMIC Regular Interest
        Class LT-B-2                       (1)               1/2 Principal Balance of Corresponding             B-2
                                                             Upper-Tier REMIC Regular Interest
        Class LT-B-3                       (1)               1/2 Principal Balance of Corresponding             B-3
                                                             Upper-Tier REMIC Regular Interest
        Class LT-B-4                       (1)               1/2 Principal Balance of Corresponding             B-4
                                                             Upper-Tier REMIC Regular Interest
      Class LT-Accrual                     (1)                      1/2 Pool Balance plus 1/2                   N/A
                                                                  Overcollateralization Amount
        Class LT-IO                        (2)                                 (2)                              N/A
</TABLE>

----------

(1)   The interest rate with respect to any Distribution Date for these
      interests is a per annum variable rate equal to the weighted average of
      the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
      Regular Interests (other than the Pooling-Tier REMIC-2 IO Interests).

(2)   This Lower-Tier Regular Interest is an interest-only interest and does not
      have a Lower-Tier Principal Amount. On each Distribution Date, this
      Lower-Tier Regular Interest shall be entitled to receive all interest
      distributable on the Pooling-Tier REMIC-2 IO Interests.

            Each Lower-Tier Regular Interest is hereby designated as a regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2, Class LT-A-3,
Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class
LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are
hereby designated the LT-Accretion Directed Classes (the "LT-Accretion Directed
Classes").

            On each Distribution Date, 50% of the increase in the
Overcollateralization Amount shall be payable as a reduction of the Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such Class will be
reduced by an amount equal to 50% of any increase in the Overcollateralization
Amount that is attributable to a reduction in the Principal Balance of its
Corresponding Class) and shall be accrued and added to the Lower-Tier Principal
Amount of the Class LT-Accrual Interest. On each Distribution Date, the increase
in the Lower-Tier Principal Amount of the Class LT-Accrual Interest shall not
exceed interest accruals for such Distribution Date for the Class LT-Accrual
Interest. In the event that: (i) 50% of the increase in the
Overcollateralization Amount exceeds (ii) interest accruals on the Class
LT-Accrual Interest for such Distribution Date, the excess for such Distribution
Date (accumulated with all such excesses for all prior Distribution Dates) will
be added to any increase in the Overcollateralization Amount for purposes of
determining the amount of interest accrual on the Class LT-Accrual Interest
payable as principal on the LT-Accretion Directed Classes on the next
Distribution Date pursuant to the first sentence of this paragraph. All payments
of scheduled principal and prepayments of principal generated by the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be allocated
(i) 50% to the Class LT-Accrual Interest and (ii) 50% to the LT-Accretion
Directed Classes (such principal payments and Subsequent Recoveries shall be
allocated among such LT-Accretion Directed Classes in an amount equal to 50% of
the principal amounts and Subsequent Recoveries allocated to their respective
Corresponding Classes), until paid in full. Notwithstanding the above, principal
payments allocated to the Class UT-X Interest that result in the reduction in
the Overcollateralization Amount shall be allocated to the Class LT-Accrual
Interest (until paid in full). Realized Losses shall be applied so that after
all distributions have been made on each Distribution Date (i) the Lower-Tier
Principal Amount of each of the LT-Accretion Directed Classes is equal to 50% of
the Principal Balance of their Corresponding Class, and (ii) the Class
LT-Accrual Interest is equal to 50% of the Pool Balance plus 50% of the
Overcollateralization Amount. Any increase in the Principal Balance of a Class
of LIBOR Certificates as a result of a Subsequent Recovery shall increase the
Lower-Tier Principal Amount of the Corresponding Lower-Tier Regular Interest by
50% of such increase, and the remaining 50% of such increase shall increase the
Lower-Tier Principal Amount of the Class LT-Accrual Interest.

                                Upper-Tier REMIC

            The Upper-Tier REMIC shall issue the following interests, and each
such interest, other than the Class UT-R Interest, is hereby designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest is hereby
designated as the sole class of residual interests in the Upper-Tier REMIC and
shall be represented by the Class R Certificate. The Class UT-R Interest shall
have no principal balance and no interest rate.

<TABLE>
<CAPTION>
Upper-Tier REMIC                                    Initial Principal      Corresponding Class
Regular Interest      Upper-Tier Interest Rate      Upper-Tier Amount        of Certificates
----------------      ------------------------      -----------------      -------------------
<S>                   <C>                           <C>                    <C>
Class A-1                       (1)                  $338,723,000.00           Class A-1
Class A-2                       (1)                  $309,822,000.00           Class A-2
Class A-3                       (1)                   $20,730,000.00           Class A-3
Class M-1                       (1)                   $51,550,000.00           Class M-1
Class M-2                       (1)                   $43,478,000.00           Class M-2
Class M-3                       (1)                   $14,351,000.00           Class M-3
Class M-4                       (1)                   $17,034,000.00           Class M-4
Class M-5                       (1)                   $15,690,000.00           Class M-5
Class M-6                       (1)                   $10,759,000.00           Class M-6
Class B-1                       (1)                    $9,862,000.00           Class B-1
Class B-2                       (1)                    $8,517,000.00           Class B-2
Class B-3                       (1)                   $12,552,000.00           Class B-3
Class B-4                       (1)                   $13,897,000.00           Class B-4
Class UT-IO                     (2)                       (2)                     N/A
Class UT-X                      (3)                       (3)                     N/A
</TABLE>

----------

(1)   For any Distribution Date (and the related Interest Accrual Period), this
      interest shall bear interest at the lesser of (i) the Pass-Through Rate
      (determined without regard to the Pool Cap) for the Corresponding Class of
      Certificates, and (ii) the Upper-Tier REMIC WAC Rate.

(2)   This interest is an interest-only interest and does not have a principal
      balance. On each Distribution Date, the Class UT-IO Interest shall be
      entitled to receive all interest distributable on the Class LT-IO
      Interest.

(3)   The Class UT-X Interest has an initial principal balance of $29,585,677.00
      but will not accrue interest on such balance but will accrue interest on a
      notional amount. As of any Distribution Date, the Class UT-X Interest
      shall have a notional amount equal to the aggregate of the Lower-Tier
      Principal Amounts of the Lower-Tier Regular Interests (other than the
      Class LT-IO Interest) as of the first day of the related Interest Accrual
      Period. With respect to any Interest Accrual Period, the Class UT-X
      Interest shall bear interest at a rate equal to the excess, if any, of the
      Upper-Tier REMIC WAC Rate over the product of (i) 2 and (ii) the weighted
      average of the Lower-Tier Interest Rates of the Lower-Tier REMIC Interests
      (other than the Class LT-IO Interest), where the Lower-Tier Interest Rate
      on the Class LT-Accrual Interest is subject to a cap equal to zero and
      each LT-Accretion Directed Class is subject to a cap equal to the
      Upper-Tier Interest Rate on its Corresponding Class of Upper-Tier Regular
      Interest. With respect to any Distribution Date, interest that so accrues
      on the notional amount of the Class UT-X Interest shall be deferred in an
      amount equal to any increase in the Overcollateralization Amount on such
      Distribution Date. Such deferred interest shall not itself bear interest.

            On each Distribution Date, interest distributable in respect of the
Lower-Tier Interests for such Distribution Date shall be deemed to be
distributed on the interests in the Upper-Tier REMIC at the rates shown above,
provided that the Class UT-IO Interest shall be entitled to receive interest
before any other interest in the Upper-Tier REMIC.

            On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the Upper-Tier
Interests until the outstanding principal balance of each such interest equals
the outstanding Principal Balance of the Corresponding Class of Certificates as
of such Distribution Date.

                                 Class CE REMIC

            The Class CE REMIC shall issue the following classes of interests.
The Class CE Interest and the Class IO Interest shall each represent a regular
interest in the Class CE REMIC and the Class R Certificate shall represent the
sole class of residual interest in the Class CE REMIC.


     Class CE         Interest     Class CE REMIC
 REMIC Designation      Rate      Principal Amount
-------------------   --------    ----------------
Class CE Interest        (1)            (1)
Class IO Interest        (2)            (2)
Class R-CE Interest      (3)            (3)


----------

(1)   The Class CE Interest has an initial principal balance equal to the
      initial principal balance of the Class UT-X Interest and is entitled to
      100% of the interest and principal on the Class UT-X Interest on each
      Distribution Date.

(2)   This interest is an interest-only interest and does not have a principal
      balance. On each Distribution Date the Class IO Interest shall be entitled
      to receive 100% of the interest distributable on the Class UT-IO Interest.

(3)   The Class R-CE Interest does not have a principal balance or an interest
      rate.

<PAGE>

                                  Certificates

            The following table sets forth (or describes) the Class designation,
Original Principal Balance, the Pass-Through Rate and the Final Scheduled
Distribution Date for each Class of Certificates comprising the interests in the
Trust Fund created hereunder:

<TABLE>
<CAPTION>
============================ ========================== =========================== =============================

                                Original Principal             Pass-Through               Final Scheduled
           Class                      Balance                      Rate                  Distribution Date*
---------------------------- -------------------------- --------------------------- -----------------------------
<S>                          <C>                        <C>                         <C>
A-1                               $338,723,000.00                  (1)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
A-2                               $309,822,000.00                  (2)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
A-3                                $20,730,000.00                  (3)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
M-1                                $51,550,000.00                  (4)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
M-2                                $43,478,000.00                  (5)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
M-3                                $14,351,000.00                  (6)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
M-4                                $17,034,000.00                  (7)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
M-5                                $15,690,000.00                  (8)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
M-6                                $10,759,000.00                  (9)                    January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
B-1                                 $9,862,000.00                  (10)                   January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
B-2                                 $8,517,000.00                  (11)                   January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
B-3                                $12,552,000.00                  (12)                   January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
B-4                                $13,897,000.00                  (13)                   January 25, 2037
---------------------------- -------------------------- --------------------------- -----------------------------
CE                                     (14)                        (14)                         N/A
---------------------------- -------------------------- --------------------------- -----------------------------
P                                       N/A                        N/A                          N/A
---------------------------- -------------------------- --------------------------- -----------------------------
R                                       N/A                        N/A                          N/A
---------------------------- -------------------------- --------------------------- -----------------------------
Total                             $866,965,000.00                  N/A                          N/A
============================ ========================== =========================== =============================
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(14)  The Class CE Certificates will represent beneficial ownership of (i) the
      Class CE Interest, (ii) the Class IO Interest, (iii) the right to receive
      Class IO Shortfalls, (iv) amounts in the Supplemental Interest Trust,
      including the Interest Rate Cap Agreement and the Interest Rate Swap
      Agreement subject to the obligation to pay Net Swap Payments and Swap
      Termination Payments to the Swap Provider and Cap Carryover Amounts to the
      LIBOR Certificates and (v) amounts in the Excess Reserve Fund Account,
      subject to the obligation to make payments from the Excess Reserve Fund
      Account in respect of Cap Carryover Amounts to the LIBOR Certificates. For
      federal income tax purposes, the Class CE Certificateholder's obligation
      to make payments of Cap Carryover Amounts to the LIBOR Certificates from
      the Excess Reserve Fund Account and the Supplemental Interest Trust shall
      be treated as payments made pursuant to a notional principal contract
      between the Class CE Certificateholders and each Class of LIBOR
      Certificates. Such rights and obligations of the Class CE
      Certificateholders and LIBOR Certificateholders shall be treated as held
      in a portion of the Trust Fund that is treated as a grantor trust under
      subpart E, Part I of subchapter J of the Code.

                                    ARTICLE I

                                   DEFINITIONS

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

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

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

            "Account" Any of the Collection Account, the Distribution Account,
the Supplemental Interest Trust Account, the Excess Reserve Fund Account or the
Escrow Account.

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

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

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

            "Additional Servicer" As defined in Section 6.05.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Business Day" Any day other than (i) a Saturday or a Sunday or (ii)
a legal holiday in the State of New York.

            "Cap Carryover Amount" For any Distribution Date, the sum of (a) if
the Accrued Certificate Interest for any Certificate is based upon the Pool Cap,
the excess of (i) the amount of interest such Certificate would have been
entitled to receive on such Distribution Date based on the related Formula Rate,
over (ii) the amount of interest such Certificate received on such Distribution
Date based on the Pool Cap, and (b) if the Pool Cap exceeds the Upper-Tier REMIC
WAC Rate, the excess of (i) the lesser of the amount in clause (a)(i) or clause
(a)(ii) over (ii) the amount of interest such Certificate would have received on
such Distribution Date based on the Upper-Tier REMIC WAC Rate, in each case
together with the unpaid portion of any such excess from prior Distribution
Dates (and interest accrued thereon at the then applicable Formula Rate on such
Certificate).

            "Cap Early Termination" The occurrence of an early termination under
the Interest Rate Cap Agreement.

            "Cap Payment" With respect to any Distribution Date (other than the
initial Distribution Date) up to and including the Distribution Date in December
2010, the amount payable by the Cap Provider to the Supplemental Interest Trust
pursuant to the Interest Rate Cap Agreement.

            "Cap Provider" Barclays Bank PLC.

            "Cap Termination Payment" The amount, if any, owed by the Cap
Provider to the Supplemental Interest Trust upon a Cap Early Termination.

            "Certificate" Any LIBOR Certificate, Class CE Certificate, Class P
Certificate or Residual Certificate.

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

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

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

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

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

            "Class A Certificate" Any one of the Certificates with an "A"
designated on the face thereof substantially in the form annexed hereto as
Exhibit A-1, Exhibit A-2 and Exhibit A-3, executed by the Securities
Administrator on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as set forth
herein and therein.

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

            "Class A-1 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.050% per annum, and (ii) following the
Optional Termination Date, 0.100% per annum.

            "Class A-1 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class A-1 Certificate Margin.

            "Class A-2 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.150% per annum, and (ii) following the
Optional Termination Date, 0.300% per annum.

            "Class A-2 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class A-2 Certificate Margin.

            "Class A-3 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.210% per annum, and (ii) following the
Optional Termination Date, 0.420% per annum.

            "Class A-3 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class A-3 Certificate Margin.

            "Class B-1 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.750% per annum, and (ii) following the
Optional Termination Date, 1.125% per annum.

            "Class B-1 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class B-1 Certificate Margin.

            "Class B-1 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the sum of the
Principal Balances of the Sequential Class M Certificates (after taking into
account the payment of the Sequential Class M Principal Distribution Amount on
such Distribution Date), (iii) the Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (iv) the Principal Balance of
the Class M-5 Certificates (after taking into account the payment of the Class
M-5 Principal Distribution Amount on such Distribution Date), (v) the Principal
Balance of the Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution Date) and (vi)
the Principal Balance of the Class B-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the product of (i) 85.60% and (ii)
the Pool Balance as of the last day of the related Collection Period and (b) the
Overcollateralization Floor.

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

            "Class B-2 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.900% per annum, and (ii) following the
Optional Termination Date, 1.350% per annum.

            "Class B-2 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class B-2 Certificate Margin.

            "Class B-2 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the sum of the
Principal Balances of the Sequential Class M Certificates (after taking into
account the payment of the Sequential Class M Principal Distribution Amount on
such Distribution Date), (iii) the Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (iv) the Principal Balance of
the Class M-5 Certificates (after taking into account the payment of the Class
M-5 Principal Distribution Amount on such Distribution Date), (v) the Principal
Balance of the Class M-6 Certificates (after taking payments into account the
payments of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vi) the Principal Balance of the Class B-1 Certificates (after taking
payments into account the payments of the Class B-1 Principal Distribution
Amount on such Distribution Date) and (vii) the Principal Balance of the Class
B-2 Certificates immediately prior to such Distribution Date over (y) the lesser
of (a) the product of (i) 87.50% and (ii) the Pool Balance as of the last day of
the related Collection Period and (b) the Overcollateralization Floor.

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

            "Class B-3 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.730% per annum, and (ii) following the
Optional Termination Date, 2.595% per annum.

            "Class B-3 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class B-3 Certificate Margin.

            "Class B-3 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the sum of the
Principal Balances of the Sequential Class M Certificates (after taking into
account the payment of the Sequential Class M Principal Distribution Amount on
such Distribution Date), (iii) the Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (iv) the Principal Balance of
the Class M-5 Certificates (after taking into account the payment of the Class
M-5 Principal Distribution Amount on such Distribution Date), (v) the Principal
Balance of the Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution Date), (vi) the
Principal Balance of the Class B-1 Certificates (after taking into account the
payment of the Class B-1 Principal Distribution Amount on such Distribution
Date), (vii) the Principal Balance of the Class B-2 Certificates (after taking
into account the payment of the Class B-2 Principal Distribution Amount on such
Distribution Date) and (viii) the Principal Balance of the Class B-3
Certificates immediately prior to such Distribution Date over (y) the lesser of
(a) the product of (i) 90.30% and (ii) the Pool Balance as of the last day of
the related Collection Period and (b) the Overcollateralization Floor.

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

            "Class B-4 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 2.250% per annum, and (ii) following the
Optional Termination Date, 3.375% per annum.

            "Class B-4 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class B-4 Certificate Margin.

            "Class B-4 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the sum of the
Principal Balances of the Sequential Class M Certificates (after taking into
account the payment of the Sequential Class M Principal Distribution Amount on
such Distribution Date), (iii) the Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (iv) the Principal Balance of
the Class M-5 Certificates (after taking into account the payment of the Class
M-5 Principal Distribution Amount on such Distribution Date), (v) the Principal
Balance of the Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution Date), (vi) the
Principal Balance of the Class B-1 Certificates (after taking into account the
payment of the Class B-1 Principal Distribution Amount on such Distribution
Date), (vii) the Principal Balance of the Class B-2 Certificates (after taking
into account the payment of the Class B-2 Principal Distribution Amount on such
Distribution Date), (viii) the Principal Balance of the Class B-3 Certificates
(after taking into account the payment of the Class B-3 Principal Distribution
Amount on such Distribution Date) and (ix) the Principal Balance of the Class
B-4 Certificates immediately prior to such Distribution Date over (y) the lesser
of (a) the product of (i) 93.40% and (ii) the Pool Balance as of the last day of
the related Collection Period and (b) the Overcollateralization Floor.

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

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

            "Class CE Distributable Amount" With respect to any Distribution
Date, the sum of (i) the interest accrued on the Class CE Interest at its
Pass-Through Rate calculated on its Notional Amount less the amount of Cap
Carryover Amounts paid pursuant to Section 4.02(b)(xxxi), any Net Swap Payments
paid to the Swap Provider and any Swap Termination Payments paid to the Swap
Provider pursuant to Section 4.02(b)(xxxii), and (ii) any remaining
Overcollateralization Release Amounts.

            "Class CE Interest" As defined in the Preliminary Statement.

            "Class CE REMIC" As defined in the Preliminary Statement.

            "Class IO Interest" As defined in the Preliminary Statement.

            "Class IO Shortfalls" As defined in Section 4.08. For the avoidance
of doubt, the Class IO Shortfall for any Distribution Date shall equal the
amount payable by the Class CE Certificates in respect of amounts due to the
Swap Provider on such Distribution Date (other than any Swap Termination Payment
resulting from a Swap Provider Trigger Event) in excess of the amount payable on
the Class CE Interest (prior to any reduction for Cap Carryover Amounts or Swap
Termination Payments) and the Class IO Interest on such Distribution Date, all
as further provided in Section 4.08.

            "Class LT-A-1 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-A-1 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-A-2 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-A-2 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-A-3 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-A-3 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-Accrual Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-Accrual
Interest shall accrue interest at the related Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to 1/2 of the Pool
Balance plus 1/2 of the Overcollateralization Amount, as set forth in the
Preliminary Statement hereto.

            "Class LT-B-1 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-B-1 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-B-2 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-B-2 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-B-3 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-B-3 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-B-4 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-B-4 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-M-1 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-M-1 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-M-2 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-M-2 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-M-3 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-M-3 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-M-4 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-M-4 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-M-5 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-M-5 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-M-6 Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. Class LT-M-6 Interest
shall accrue interest at the related Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to 1/2 of the initial
Principal Balance of the Corresponding Upper-Tier REMIC Regular Interest as set
forth in the Preliminary Statement hereto.

            "Class LT-IO Interest" One of the separate non-certificated
beneficial ownership interests in the Lower-Tier REMIC issued hereunder and
designated as a Regular Interest in the Lower-Tier REMIC. The Class LT-IO
Interest is an interest-only interest and does not have a Lower-Tier Principal
Amount. On each Distribution Date, the Class LT-IO Interest shall be entitled to
receive all interest distributable on the Pooling-Tier REMIC-2 IO Interest.

            "Class LT-R Interest" The residual interest in the Lower-Tier REMIC
as described in the Preliminary Statement.

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

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

            "Class M-1 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.230% per annum, and (ii) following the
Optional Termination Date, 0.345% per annum.

            "Class M-1 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class M-1 Certificate Margin.

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

            "Class M-2 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.270% per annum, and (ii) following the
Optional Termination Date, 0.405% per annum.

            "Class M-2 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class M-2 Certificate Margin.

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

            "Class M-3 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.300% per annum, and (ii) following the
Optional Termination Date, 0.450% per annum.

            "Class M-3 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class M-3 Certificate Margin.

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

            "Class M-4 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.360% per annum, and (ii) following the
Optional Termination Date, 0.540% per annum.

            "Class M-4 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class M-4 Certificate Margin.

            "Class M-4 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the sum of the
Principal Balances of the Sequential Class M Certificates (after taking into
account the payment of the Sequential Class M Principal Distribution Amount on
such Distribution Date) and (iii) the Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser of
(a) the product of (i) 77.50% and (ii) the Pool Balance as of the last day of
the related Collection Period and (b) the Overcollateralization Floor.

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

            "Class M-5 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.380% per annum, and (ii) following the
Optional Termination Date, 0.570% per annum.

            "Class M-5 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class M-5 Certificate Margin.

            "Class M-5 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the sum of the
Principal Balances of the Sequential Class M Certificates (after taking into
account the payment of the Sequential Class M Principal Distribution Amount on
such Distribution Date), (iii) the Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (iv) the Principal Balance of
the Class M-5 Certificates immediately prior to such Distribution Date over (y)
the lesser of (a) the product of (i) 81.00% and (ii) the Pool Balance as of the
last day of the related Collection Period and (b) the Overcollateralization
Floor.

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

            "Class M-6 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.420% per annum, and (ii) following the
Optional Termination Date, 0.630% per annum.

            "Class M-6 Formula Rate" For each Distribution Date, a rate per
annum equal to One-Month LIBOR applicable to the related Interest Accrual
Period, plus the Class M-6 Certificate Margin.

            "Class M-6 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the sum of the
Principal Balances of the Sequential Class M Certificates (after taking into
account the payment of the Sequential Class M Principal Distribution Amount on
such Distribution Date), (iii) the Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (iv) the Principal Balance of
the Class M-5 Certificates (after taking into account the payment of the Class
M-5 Principal Distribution Amount on such Distribution Date) and (v) the
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the product of (i) 83.40% and (ii)
the Pool Balance as of the last day of the related Collection Period and (b) the
Overcollateralization Floor.

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

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

            "Class PT1-R Interest" The residual interest in Pooling-Tier REMIC-1
as described in the Preliminary Statement.

            "Class PT2-R Interest" The residual interest in Pooling-Tier REMIC-2
as described in the Preliminary Statement.

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

            "Class R Certificate" The Class R Certificate executed by the
Securities Administrator on behalf of the Trust, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit C-3 and evidencing the ownership of the Class R-CE Interest, the Class
PT1-R Interest, the Class PT2-R Interest, the Class LT-R Interest and the Class
UT-R Interest.

            "Class R-CE Interest" The residual interest in the Class CE REMIC as
described in the Preliminary Statement and the related footnote thereto.

            "Class UT-IO Interest" A regular interest in the Upper-Tier REMIC as
described in the Preliminary Statement and the related footnote thereto.

            "Class UT-R Interest" The residual interest in the Upper-Tier REMIC
as described in the Preliminary Statement.

            "Class UT-X Interest" A regular interest in the Upper-Tier REMIC as
described in the Preliminary Statement and the related footnote thereto.

            "Closing Date" December 21, 2006.

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

            "Collection Account" The segregated account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a), which shall be entitled
"Collection Account, Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA,
National Association, as Trustee, in trust for registered Holders of Wells Fargo
Home Equity Asset-Backed Securities 2006-3 Trust, Home Equity Asset-Backed
Certificates, Series 2006-3," and which must be an Eligible Account.

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

            "Commission" The United States Securities and Exchange Commission.

            "Compensating Interest" As defined in Section 3.22 hereof.

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

            "Corporate Trust Office" With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at 452 Fifth Avenue, New York, New York 10018, Attention: WFHET 2006-3
or at such other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Depositor, the Securities Administrator
and the Servicer. With respect to the Securities Administrator, the corporate
trust office of the Securities Administrator at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at (i) for certificate transfer purposes, Wells Fargo Center, Sixth
Street and Marquette Avenue, Minneapolis, Minnesota, 55479-0113, Attention:
Client Manager-WFHET, Series 2006-3 and (ii) for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager-WFHET,
Series 2006-3 or at such other address as the Securities Administrator may
designate from time to time by notice to the Certificateholders, the Depositor,
the Trustee and the Servicer.

            "Corresponding Class" The Class of interests in one Trust REMIC
created under this Agreement that corresponds to the Class of interests in the
other Trust REMIC or to a Class of Certificates in the manner set out below:

                                  Corresponding
                                   Upper-Tier                  Corresponding
   Lower-Tier Class               REMIC Regular                  Class of
     Designation                    Interest                   Certificates
   ----------------               -------------                -------------
    Class LT-A-1                    Class A-1                    Class A-1
    Class LT-A-2                    Class A-2                    Class A-2
    Class LT-A-3                    Class A-3                    Class A-3
    Class LT-M-1                    Class M-1                    Class M-1
    Class LT-M-2                    Class M-2                    Class M-2
    Class LT-M-3                    Class M-3                    Class M-3
    Class LT-M-4                    Class M-4                    Class M-4
    Class LT-M-5                    Class M-5                    Class M-5
    Class LT-M-6                    Class M-6                    Class M-6
    Class LT-B-1                    Class B-1                    Class B-1
    Class LT-B-2                    Class B-2                    Class B-2
    Class LT-B-3                    Class B-3                    Class B-3
    Class LT-B-4                    Class B-4                    Class B-4

            "Corresponding Pooling-Tier REMIC-2 IO Interest" As defined in the
Preliminary Statement.

            "Corresponding Scheduled Crossover Distribution Date" The
Distribution Date, if any, in the month and year specified in the Preliminary
Statement corresponding to a Pooling-Tier REMIC-2 IO Interest.

            "Coverage Percentage" As defined in the PMI Policy.

            "Covered Mortgage Loan" Each of the Mortgage Loans insured by the
Insurer, as set forth on the Mortgage Loan Schedule.

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

            "Custodial Agreement" That certain Custodial Agreement, dated as of
December 21, 2006, among the Custodian, the Depositor, the Servicer and the
Trustee, in the form of Exhibit R attached hereto.

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

            "Cut-off Date" With respect to each Mortgage Loan, the Due Date
occurring in December 2006.

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

            "DBRS" Dominion Bond Rating Service, Inc. and its successors, and if
such company shall for any reason no longer perform the functions of a
securities rating agency, "DBRS" shall be deemed to refer to any other
"nationally recognized statistical rating organization" as set forth on the most
current list of such organizations released by the Commission.

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

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

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

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

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

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

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

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

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

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

            "Distribution Account" The segregated trust account or accounts
created and maintained by the Securities Administrator pursuant to Section
3.04(b), which shall be entitled "Distribution Account, Wells Fargo Bank, N.A.,
as Securities Administrator, in trust for the registered Holders of Wells Fargo
Home Equity Asset-Backed Securities 2006-3 Trust, Home Equity Asset-Backed
Certificates, Series 2006-3," and which must be an Eligible Account.

            "Distribution Date" The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in January 2007.

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

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

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

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

            "Eligible Account" Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the short-term unsecured debt obligations of such holding company) are
rated "A-1+" by S&P, "F-1" by Fitch, "R-1" by DBRS and "P-1" by Moody's (or
comparable ratings if S&P, Fitch, DBRS and Moody's are not the Rating Agencies)
by each of the Rating Agencies at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured by
the FDIC, (iii) a trust account or accounts maintained with the trust department
of a federal or state chartered depository institution, national banking
association or trust company acting in its fiduciary capacity or (iv) an account
otherwise acceptable to each Rating Agency without reduction or withdrawal of
their then current ratings of the Certificates as evidenced by a letter from
each Rating Agency to the Securities Administrator and the Trustee. Eligible
Accounts may bear interest.

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

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

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

                  (iii) repurchase obligations with a term not to exceed 30 days
            with respect to any security described in clause (i) above and
            entered into with a depository institution or trust company (acting
            as principal) rated A or higher by S&P, DBRS and Fitch and A2 or
            higher by Moody's, provided, however, that collateral transferred
            pursuant to such repurchase obligation must be of the type described
            in clause (i) above and must (A) be valued daily at current market
            prices plus accrued interest or (B) pursuant to such valuation, be
            equal, at all times, to 105% of the cash transferred by the Trustee
            or the Securities Administrator in exchange for such collateral and
            (C) be delivered to the Trustee, the Securities Administrator or, if
            the Trustee or the Securities Administrator is supplying the
            collateral, an agent for the Trustee or the Securities
            Administrator, as the case may be, in such a manner as to accomplish
            perfection of a security interest in the collateral by possession of
            certificated securities;

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

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

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

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

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

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

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

            "ERISA Restricted Certificates" Any of the Class CE, Class P and
Class R Certificates.

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

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

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

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

            "Excess Reserve Fund Account" The segregated trust account created
and maintained by the Securities Administrator pursuant to Section 3.04(g) which
shall be entitled "Excess Reserve Fund Account, Wells Fargo Bank, N.A., as
Securities Administrator for HSBC Bank USA, National Association, as Trustee, in
trust for registered Holders of the Class A, Class M and Class B Certificates of
Wells Fargo Home Equity Asset-Backed Securities 2006-3 Trust, Home Equity
Asset-Backed Certificates, Series 2006-3," and which must be an Eligible
Account. Amounts on deposit in the Excess Reserve Fund Account shall not be
invested. The Excess Reserve Fund Account shall not be an asset of any REMIC
formed under this Agreement.

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

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

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

            "Fidelity Bond" 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 Scheduled Distribution Date" As to each Class of
Certificates, the date set forth as such in the Preliminary Statement.

            "Fitch" Fitch Ratings and its successors, and if such company shall
for any reason no longer perform the functions of a securities rating agency,
"Fitch" shall be deemed to refer to any other "nationally recognized statistical
rating organization" as set forth on the most current list of such organizations
released by the Commission.

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

            "Fixed Swap Payment" With respect to any Distribution Date up to and
including the Distribution Date in December 2010, an amount equal to the product
of (x) 5.155% per annum, (y) the Swap Notional Amount for such Distribution Date
and (z) a fraction, the numerator of which is 30 (or, for the first Distribution
Date, the number of days elapsed from the Closing Date to but excluding the
first Distribution Date on a 30/360 basis), and the denominator of which is 360.

            "Floating Swap Payment" With respect to any Distribution Date up to
and including the Distribution Date in December 2010, an amount equal to the
product of (i) Swap LIBOR, (ii) the Swap Notional Amount for such Distribution
Date and (iii) a fraction, the numerator of which is the actual number of days
elapsed from and including the previous Distribution Date to but excluding the
current Distribution Date (or, for the first Distribution Date, the actual
number of days elapsed from the Closing Date to but excluding the first
Distribution Date), and the denominator of which is 360.

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

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

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

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

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

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

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

            "Formula Rate" Any of the Class A-1 Formula Rate, the Class A-2
Formula Rate, the Class A-3 Formula Rate, the Class M-1 Formula Rate, the Class
M-2 Formula Rate, the Class M-3 Formula Rate, the Class M-4 Formula Rate, the
Class M-5 Formula Rate, the Class M-6 Formula Rate, the Class B-1 Formula Rate,
the Class B-2 Formula Rate, the Class B-3 Formula Rate and the Class B-4 Formula
Rate.

            "Grantor Trust" That portion of the Trust exclusive of Pooling-Tier
REMIC-1, Pooling-Tier REMIC-2, Lower-Tier REMIC, Upper-Tier REMIC and Class CE
REMIC consisting of (a) the Prepayment Penalties, any Originator Prepayment
Penalty Payment Amounts, any Servicer Prepayment Penalty Payment Amounts,
proceeds thereof in the Custodial Account or Distribution Account and the right
of the Class P Certificateholders to receive such Prepayment Penalties,
Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty
Payment Amounts, (b) the right of the LIBOR Certificates to receive Cap
Carryover Amounts and the obligation to pay Class IO Shortfalls, (c) the
Interest Rate Swap Agreement, the Interest Rate Cap Agreement, the Excess
Reserve Fund Account and the beneficial interest of the Class CE Certificates
with respect thereto and (d) the obligation of the Class CE Certificates to pay
Cap Carryover Amounts and the right to receive Class IO Shortfalls.

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

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

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

            "Initial Overcollateralization Amount" $29,585,676.69.

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

            "Initial Pooling-Tier REMIC-1 Principal Amount" As described in the
Preliminary Statement.

            "Initial Pooling-Tier REMIC-2 Principal Amount" As described in the
Preliminary Statement.

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

            "Insurer" Mortgage Guaranty Insurance Corporation, a Wisconsin
corporation, and its successors in interest.

            "Insurer Fee" With respect to each Covered Mortgage Loan, an amount
payable monthly and equal to the product of (a) 1/12th of the Insurer Fee Rate
and (b) the scheduled principal balance of such Covered Mortgage Loan as of the
first day of each month.

            "Insurer Fee Rate" With respect to each Covered Mortgage Loan, 1.46%
per annum.

            "Insurer Premium" With respect to each Covered Mortgage Loan, an
amount equal to the aggregate of the Insurer Fees applicable to the related
Covered Mortgage Loans.

            "Interest Accrual Period" With respect to any Distribution Date, the
period from and including the preceding Distribution Date to the day prior to
the current Distribution Date (or, in the case of the first Distribution Date,
the period from December 21, 2006 through January 25, 2007).

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

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

            "Interest Rate Cap Agreement" The long-form confirmation (which
incorporates by reference a 1992 ISDA Master Agreement (Multicurrency-Cross
Border)) dated as of December 21, 2006 between Barclays Bank PLC and the
Securities Administrator acting on behalf of the Supplemental Interest Trust,
substantially in the form attached hereto as Exhibit N-2. The Interest Rate Cap
Agreement shall not be an asset of any REMIC formed under this Agreement.

            "Interest Rate Swap Agreement" The long-form confirmation (which
incorporates by reference a 1992 ISDA Master Agreement (Multicurrency-Cross
Border)) dated as of December 21, 2006 between Barclays Bank PLC and the
Securities Administrator acting on behalf of the Supplemental Interest Trust,
substantially in the form attached hereto as Exhibit N-1. The Interest Rate Swap
Agreement shall not be an asset of any REMIC formed under this Agreement.

            "Interest Remittance Amount" As of any Distribution Date, an amount
equal to (A) the sum, without duplication, of (i) all interest due and collected
with respect to the related Collection Period on the Mortgage Loans received by
the Servicer on or prior to the Determination Date for such Distribution Date
and any interest advanced by the Servicer or the Trustee on the Mortgage Loans
with respect to the related Collection Period (less the Servicing Fee for the
Mortgage Loans and the Insurer Fee for the Covered Mortgage Loans, amounts
available for reimbursement of Advances and Servicing Advances pursuant to
Section 3.05 and expenses reimbursable pursuant to Section 6.03, amounts
reimbursable or payable to the Trustee pursuant to this Agreement, including,
without limitation, Sections 7.01 and 8.05 and amounts reimbursable or payable
to the Securities Administrator pursuant to this Agreement, including, without
limitation, Sections 8.05 and 9.01(c)), (ii) all Compensating Interest paid by
the Servicer on such Distribution Date with respect to such Mortgage Loans,
(iii) the portion of any payment in connection with any Principal Prepayment,
substitution, Purchase Price, Termination Price, Insurance Proceeds, Subsequent
Recoveries or Net Liquidation Proceeds relating to interest with respect to such
Mortgage Loans received during the related Prepayment Period and (iv) the
portion of any Reimbursement Amount relating to interest on such Mortgage Loans
received during the related Prepayment Period less (B) any amounts payable to
the Swap Provider (including any Net Swap Payment and any Swap Termination
Payment owed to the Swap Provider other than any Swap Termination Payment owed
to the Swap Provider resulting from a Swap Provider Trigger Event and without
duplication of any previously paid Replacement Swap Provider Payment).

            "Investor-Based Exemption" Any of Prohibited Transaction Class
Exemption ("PTCE") 84-14 (for transactions by independent "qualified
professional asset managers"), PTCE 91-38 (for transactions by bank collective
investment funds), PTCE 90-1 (for transactions by insurance company pooled
separate accounts), PTCE 95-60 (for transactions by insurance company general
accounts) or PTCE 96-23 (for transactions effected by "in-house asset
managers"), or any comparable exemption available under Similar Law.

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

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

            "LIBOR Certificates" The Class A, Class M and Class B Certificates.

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

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

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

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

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

            "Losses" As defined in Section 9.03.

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

            "Lower-Tier Interest Rate" With respect to each Lower-Tier Regular
Interest, the Lower-Tier Interest Rate described in the Preliminary Statement.

            "Lower-Tier Principal Amount" With respect to each Lower-Tier
Regular Interest, the amount described in the Preliminary Statement under the
caption "Lower-Tier REMIC."

            "Lower-Tier Regular Interest" Each of the Class LT-A-1, Class
LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4,
Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3, Class
LT-B-4, Class LT-IO and Class LT-Accrual Interests as described in the
Preliminary Statement.

            "Lower-Tier REMIC" As defined in the Preliminary Statement.

            "LT-Accretion Directed Classes" As defined in the Preliminary
Statement.

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

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

            "MERS" The Mortgage Electronic Registration Systems, Inc.

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

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

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

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

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

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

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

            "Moody's" Moody's Investors Service, Inc., and its successors, and
if such company shall for any reason no longer perform the functions of a
securities rating agency, "Moody's" shall be deemed to refer to any other
"nationally recognized statistical rating organization" as set forth on the most
current list of such organizations released by the Commission.

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

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

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

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

            "Mortgage Loan Purchase Agreement" The agreement between the Seller
and the Depositor, dated as of December 21, 2006, regarding the transfer of the
Mortgage Loans by the Seller to or at the direction of the Depositor, in the
form of Exhibit G attached hereto.

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

            (1) the Mortgage Loan identifying number;

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

            (3) the type of property;

            (4) the Mortgage Interest Rate;

            (5) the Net Mortgage Interest Rate;

            (6) the Monthly Payment;

            (7) the original number of months to maturity;

            (8) the scheduled maturity date;

            (9) the Cut-off Date Principal Balance;

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

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

            (12) whether such Mortgage Loan is a Covered Mortgage Loan;

            (13) the applicable Servicing Fee Rate;

            (14) with respect to each Covered Mortgage Loan, the Coverage
Percentage;

            (15) the Index;

            (16) the Gross Margin;

            (17) the Periodic Cap;

            (18) the first Adjustment Date;

            (19) the Rate Ceiling; and

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

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

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

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

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

            "Mortgagor" The obligor on a Mortgage Note.

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

            "Net Mortgage Interest Rate" With respect to any Mortgage Loan, the
Mortgage Interest Rate borne by such Mortgage Loan minus the Servicing Fee Rate
and with respect to any Covered Mortgage Loan, the Insurer Fee Rate (including
any state and local tax on the Insurer Fee Rate).

            "Net Swap Payment" In the case of (i) payments made by the
Supplemental Interest Trust to the Swap Provider on any Distribution Date up to
and including the Distribution Date in December 2010, the excess, if any, of (x)
the Fixed Swap Payment for such Distribution Date over (y) the Floating Swap
Payment for such Distribution Date and (ii) payments made by the Swap Provider
to the Supplemental Interest Trust on any Distribution Date up to and including
the Distribution Date in December 2010, the excess, if any, of (x) the Floating
Swap Payment for such Distribution Date over (y) the Fixed Swap Payment for such
Distribution Date.

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

            "Notional Amount" With respect to Class CE Interest, an amount equal
to the aggregate of the Lower-Tier Principal Amounts of the Lower-Tier Regular
Interests (other than the Class LT-IO Interest) as of the first day of the
related Interest Accrual Period.

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

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

            "One-Month LIBOR" With respect to the initial Interest Accrual
Period, 5.35% per annum. With respect to each Interest Accrual Period (other
than the initial Interest Accrual Period), the rate determined by the Securities
Administrator on the related LIBOR Determination Date on the basis of the
British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month
deposits in U.S. Dollars as found on Telerate Page 3750 as of 11:00 A.M. London
time on such LIBOR Determination Date. If no such quotations are available on a
LIBOR Determination Date, One-Month LIBOR for the related Interest Accrual
Period will be established by the Securities Administrator as the higher of:

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

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

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

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

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

            "Originator" Wells Fargo Bank and its successors.

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

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

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

            "Overcollateralization Floor" As of any Distribution Date, the
amount by which the Pool Balance as of the last day of the related Collection
Period exceeds the product of (i) 0.50% and (ii) the Pool Balance as of the
Cut-off Date.

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

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

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

            "Pass-Through Rate" For each Class of LIBOR Certificates, each
Pooling-Tier REMIC-1 Regular Interest, each Pooling-Tier REMIC-2 Regular
Interest, each Lower-Tier Regular Interest, each Upper-Tier Regular Interest,
and each Class CE REMIC Regular Interest, the per annum rate set forth or
calculated in the manner described in the Preliminary Statement.

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

            "Paying Agent Agreement" As defined in Section 5.05.

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

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

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

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

            "PMI Policy" The Primary Mortgage Insurer Policy No. 22-400-4-3707,
with respect to the Covered Mortgage Loans, issued by the Insurer, and all
endorsements thereto, as supplemented by the commitment letter, dated December
13, 2006, between the Insurer and the Securities Administrator, a copy of which
is attached hereto as Exhibit M.

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

            "Pool Cap" With respect to any Distribution Date and the LIBOR
Certificates (a) a per annum rate (subject to adjustment based on the actual
number of days elapsed in the related Interest Accrual Period) equal to the
weighted average of the Net Mortgage Interest Rates for the Mortgage Loans,
weighted on the basis of the unpaid principal balance of the Mortgage Loans as
of the first day of the related Collection Period minus (b) a percentage,
expressed as a per annum rate (subject to an adjustment based on the actual
number of days elapsed in the related Interest Accrual Period), calculated as a
fraction, the numerator of which is the sum of (i) any Net Swap Payment owed by
the Supplemental Interest Trust to the Swap Provider and (ii) any Swap
Termination Payment (other than any Swap Termination Payment resulting from a
Swap Provider Trigger Event) payable by the Supplemental Interest Trust solely
from Available Funds and the denominator of which is the Pool Balance as of the
first day of the related Collection Period.

            "Pooling-Tier REMIC-1" As described in the Preliminary Statement.

            "Pooling-Tier REMIC-1 Interest Rate" As described in the Preliminary
Statement.

            "Pooling-Tier REMIC-1 Regular Interest" As described in the
Preliminary Statement.

            "Pooling-Tier REMIC-1 WAC Rate" As of any Distribution Date, a per
annum rate equal to (a) the weighted average of the Net Mortgage Interest Rates
then in effect on the beginning of the related Collection Period multiplied by
(b) 30 divided by the actual number of days in the related Interest Accrual
Period.

            "Pooling-Tier REMIC-2" As described in the Preliminary Statement.

            "Pooling-Tier REMIC-2 Interest Rate" As described in the Preliminary
Statement.

            "Pooling-Tier REMIC-2 IO Interest" Any of the Pooling-Tier REMIC-2
Regular Interests with the designation "IO" in its name.

            "Pooling-Tier REMIC-2 Regular Interest" As described in the
Preliminary Statement.

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

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

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

            "Prime Rate" The prime rate announced to be in effect from time to
time, as published as the average rate in The Wall Street Journal (Northeast
edition).

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

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

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

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

            "Private Certificates" Any of the Class B-4, Class CE, Class P and
Class R Certificates.

            "Private Placement Memorandum" That certain private placement
memorandum dated December 18, 2006 relating to the private placement of the
Class B-4, Class CE and Class P Certificates.

            "Prospectus" That certain Prospectus, dated December 18, 2006, as
supplemented by the Prospectus Supplement.

            "Prospectus Supplement" That certain Prospectus Supplement, dated
December 18, 2006 relating to the public offering of the LIBOR Certificates
(other than the Class B-4 Certificates).

            "PT1 Cap" With respect to any Distribution Date, 10.310%.

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

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

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

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

            "Realized Loss Amortization Amount" Any of the Class M-1 Realized
Loss Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the
Class M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss
Amortization Amount, the Class M-5 Realized Loss Amortization Amount, the Class
M-6 Realized Loss Amortization Amount, the Class B-1 Realized Loss Amortization
Amount, the Class B-2 Realized Loss Amortization Amount, the Class B-3 Realized
Loss Amortization Amount and the Class B-4 Realized Loss Amortization Amount.

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

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

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

            "Regulation FD" Regulation FD, 17 C.F.R. ss.ss.243.100-243.103, as
such may be amended from time to time.

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

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

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

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

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

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

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

            "REMIC Regular Interest" Any Pooling-Tier REMIC-1 Regular Interest,
Pooling-Tier REMIC-2 Regular Interest, Lower-Tier REMIC Regular Interest or
Upper-Tier REMIC Regular Interest, the Class CE Interest or the Class IO
Interest.

            "Remittance Report" A report prepared by the Servicer and delivered
to the Securities Administrator pursuant to Section 4.07, containing the
information agreed to between the Servicer and the Securities Administrator
necessary for the Securities Administrator to prepare each Distribution Date
Statement.

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

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

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

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

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

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

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

            "Replacement Swap Provider Payment" As defined in Section 3.04(m).

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

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

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

            "Residual Certificate" The Class R Certificate.

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

            "Responsible Officer" When used with respect to the Trustee, the
Securities Administrator, the Custodian or the Paying Agent, any officer of the
Corporate Trust Department of the Trustee, the Securities Administrator, the
Custodian or the Paying Agent having direct responsibility for the
administration of this Agreement, including any Senior Vice President, any Vice
President, any Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other employee of the Trustee, the
Securities Administrator, the Custodian or the Paying Agent customarily
performing functions similar to those performed by any of the above-designated
officers and in each case having direct responsibility for the administration of
this Agreement. When used with respect to a Servicer, a Servicing Officer.

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

            "S&P" Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., and its successors, and if such company shall for any reason no longer
perform the functions of a securities rating agency, "S&P" shall be deemed to
refer to any other "nationally recognized statistical rating organization" as
set forth on the most current list of such organizations released by the
Commission.

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

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

            "Securities Administrator Errors and Omissions Policy" An insurance
policy covering losses caused by errors or omissions of the Securities
Administrator and its personnel.

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

            "Senior Certificates" The Class A Certificates.

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

            "Senior Principal Distribution Amount" With respect to any
Distribution Date, the excess of (a) the aggregate Principal Balance of the
Senior Certificates immediately prior to such Distribution Date over (b) the
lesser of (x) the product of (1) 49.30% and (2) the aggregate unpaid principal
balance of the Mortgage Loans as of the last day of the related Collection
Period and (y) the Overcollateralization Floor.

            "Senior Specified Enhancement Percentage" On any date of
determination thereof, 50.70%.

            "Sequential Class M Principal Distribution Amount" As of any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect, the excess of (x) the sum of (i) the sum of the Principal
Balances of the Senior Certificates (after taking into account the payment of
the Senior Principal Distribution Amount on such Distribution Date) and (ii) the
sum of the Principal Balances of the Sequential Class M Certificates immediately
prior to such Distribution Date over (y) the lesser of (a) the product of (i)
73.70% and (ii) the Pool Balance as of the last day of the related Collection
Period and (b) the Overcollateralization Floor.

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

            "Servicer Errors and Omissions Policy" An insurance policy covering
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.

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

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

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

            "Servicer Remittance Date" With respect to any Distribution Date,
three Business Days prior to such Distribution Date.

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

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

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

            "Servicing Fee Rate" With respect to each Mortgage Loan, 0.50% per
annum.

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

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

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

            "Similar Law" As defined in Section 5.02(d) hereof.

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

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

            "Stepdown Date" The earlier to occur of (i) the Distribution Date
following the Distribution Date on which the aggregate Principal Balance of the
Senior Certificates is reduced to zero and (ii) the later to occur of (x) the
Distribution Date in January 2010 and (y) the Distribution Date on which the
Senior Enhancement Percentage for the prior Distribution Date is greater than or
equal to the Senior Specified Enhancement Percentage.

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

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

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

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

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

            "Supplemental Interest Trust" The corpus of a trust created pursuant
to this Agreement, consisting of the Supplemental Interest Trust Account created
pursuant to Section 3.04(h) of this Agreement, the Interest Rate Swap Agreement,
the Interest Rate Cap Agreement and the right to receive Class IO Shortfalls,
subject to the obligation to pay amounts specified in Section 3.04(h).

            "Supplemental Interest Trust Account" The segregated trust account
created and maintained by the Securities Administrator pursuant to Section
3.04(h) which shall be entitled "Supplemental Interest Trust Account, Wells
Fargo Bank, N.A., as Securities Administrator for HSBC Bank USA, National
Association, as Trustee, in trust for registered Holders of the LIBOR
Certificates of Wells Fargo Home Equity Asset-Backed Securities 2006-3 Trust,
Home Equity Asset-Backed Certificates, Series 2006-3," and which must be an
Eligible Account. Amounts on deposit in the Supplemental Interest Trust Account
shall not be invested. The Supplemental Interest Trust Account shall not be an
asset of any REMIC formed under this Agreement.

            "Swap Early Termination" The occurrence of an early termination
under the Interest Rate Swap Agreement.

            "Swap LIBOR" As to any Distribution Date, LIBOR as determined
pursuant to the Interest Rate Swap Agreement with respect to such Distribution
Date.

            "Swap Notional Amount" The swap notional amount set forth on
Schedule I of the Interest Rate Swap Agreement.

            "Swap Provider" Barclays Bank PLC.

            "Swap Provider Trigger Event" The occurrence of any of the
following: (i) an "Event of Default" under the Interest Rate Swap Agreement with
respect to the Swap Provider, (ii) a "Termination Event" under the Interest Rate
Swap Agreement (other than illegality or a tax event) with respect to which the
Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap
Agreement) or (iii) an "Additional Termination Event" under the Interest Rate
Swap Agreement with respect to which the Swap Provider is the sole "Affected
Party."

            "Swap Termination Payment" The amount, if any, owed by the
Supplemental Interest Trust to the Swap Provider or by the Swap Provider to the
Supplemental Interest Trust upon a Swap Early Termination.

            "Targeted Overcollateralization Amount" As of any Distribution Date,
(x) prior to the Stepdown Date, 3.30% of the Pool Balance as of the Cut-off Date
and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred
for such Distribution Date, the greater of (A) 6.60% of the Pool Balance as of
the last day of the related Collection Period and (B) 0.50% of the Pool Balance
as of the Cut-off Date and (ii) if a Trigger Event has occurred for such
Distribution Date, the Targeted Overcollateralization Amount for the immediately
preceding Distribution Date.

            "Tax Matters Person" With respect to each Trust REMIC, the Person
designated as the "tax matters person" for each such Trust REMIC in Section
9.01(e) hereof, in each case in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

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

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

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

            "Trigger Event" With respect to any Distribution Date, if (i) the
three-month rolling average of 60+ Day Delinquent Loans (as a percentage of the
Pool Balance as of the last day of the related Collection Period) equals or
exceeds 31.56% of the Senior Enhancement Percentage for the prior Distribution
Date or (ii) the aggregate amount of Realized Losses incurred since the
applicable Cut-off Date through the last day of the related Collection Period
(reduced by the aggregate amount of Subsequent Recoveries received since the
applicable Cut-off Date through the end of the last day of the related
Collection Period) divided by the Pool Balance on the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:

<TABLE>
<CAPTION>
       Distribution Date Occurring In                                  Percentage
---------------------------------------------  ----------------------------------------------------------
<S>                                            <C>
January 2009 through December 2009             1.400% for the first month, plus an additional 1/12th of
                                               1.650% for each month thereafter
January 2010 through December 2010             3.050% for the first month, plus an additional 1/12th of
                                               1.750% for each month thereafter
January 2011 through December 2011             4.800% for the first month, plus an additional 1/12th of
                                               1.400% for each month thereafter
January 2012 through December 2012             6.200% for the first month, plus an additional 1/12th of
                                               0.750% for each month thereafter
January 2013 and thereafter                    6.950%
</TABLE>

            "Trust" Wells Fargo Home Equity Asset-Backed Securities 2006-3
Trust, the New York common law trust created hereunder.

            "Trustee Errors and Omissions Policy" An insurance policy covering
losses caused by errors or omissions of the Trustee and its personnel.

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

            "Trust REMIC" As defined in the Preliminary Statement.

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

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

            "Unpaid Realized Loss Amount" For any Class of Class M and Class B
Certificates and as to any Distribution Date, the excess of (x) the aggregate
Applied Realized Loss Amounts applied with respect to such Class for all prior
Distribution Dates over (y) the sum of (a) the cumulative amount of any
Subsequent Recoveries allocated to such Class, (b) the cumulative amount of
related Realized Loss Amortization Amounts with respect to such Class for all
prior Distribution Dates and (c) the cumulative amount of Unpaid Realized Loss
Amounts reimbursed to such Class for all prior Distribution Dates pursuant to
Section 3.04(h)(i) clause seventh.

            "Upper-Tier Interest Rate" As described in the Preliminary
Statement.

            "Upper-Tier REMIC" As described in the Preliminary Statement.

            "Upper-Tier REMIC Regular Interest" As described in the Preliminary
Statement.

            "Upper-Tier REMIC WAC Rate" For any Distribution Date, the weighted
average of the Lower-Tier Interest Rates on the Lower-Tier Regular Interests
(other than the Class LT-IO Interest), as of the first day of the related
Interest Accrual Period, weighted on the basis of the Lower-Tier Principal
Amounts of such Lower-Tier Regular Interests as of the first day of the related
Interest Accrual Period.

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

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

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

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

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

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

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

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

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

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

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

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

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

                  (A) The loan security agreement;

                  (B) The stock certificate;

                  (C) The stock power, executed in blank;

                  (D) The executed proprietary lease;

                  (E) The executed recognition agreement;

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

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

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

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

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

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

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

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

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

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

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

                                WITHOUT RECOURSE
                              PAY TO THE ORDER OF:
                     HSBC BANK USA, NATIONAL ASSOCIATION, AS
                     TRUSTEE under the pooling and servicing
                    agreement dated as of December 21, 2006.
                         and its successors and assigns,

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

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

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

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

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

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

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

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

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

            The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Supplemental Interest Trust, the Interest Rate Swap
Agreement and the Interest Rate Cap Agreement.

            If the Interest Rate Swap Agreement or Interest Rate Cap Agreement
is terminated, the Securities Administrator shall enter into a replacement
interest rate swap agreement or interest rate cap agreement, as applicable, upon
written direction of the Depositor.

            Section 2.03 Repurchase or Substitution of Mortgage Loans by the
Depositor. (a) Upon discovery or receipt of written notice of any materially
defective document in, or that a document is missing from, an Owner Mortgage
File (or, if applicable, a Retained Mortgage File) or of a breach of a
representation of warranty of the Depositor in Section 2.04 hereof, in respect
of any Mortgage Loan and such breach materially adversely affects the value of
such Mortgage Loan, Prepayment Penalty or the interest therein of the
Certificateholders, the Trustee (or the Custodian) shall promptly (and in no
event more than 30 days after completion of the review) notify the Depositor and
the Servicer of such defect, missing document or breach and request that the
Depositor cure such defect or breach or deliver such missing document within 60
days from the date the Depositor was notified of such missing document, breach
or defect. If the Depositor does not deliver such missing document or cure such
defect or cure such breach in all material respects during such period, the
Depositor shall repurchase such Mortgage Loan from the Trust Fund at the
Purchase Price on or prior to the Determination Date following the expiration of
such period (subject to Section 2.03(d) and the last paragraph of this Section
2.03(a)). The Purchase Price for the repurchased Mortgage Loan shall be
deposited in the Collection Account, and the Custodian, upon receipt of written
notice from the Servicer of such deposit, shall release to the Depositor the
Owner Mortgage File (and, if applicable, Retained Mortgage File) of the Mortgage
Loan being repurchased. The Trustee shall execute and deliver such instruments
of transfer or assignment (or, in the case of a Mortgage Loan registered in the
name of MERS or its designee, the Servicer shall reflect such assignment on the
records of MERS), in each case without recourse, as the Depositor shall furnish
to it and as shall be necessary to vest in the Depositor any Mortgage Loan
released pursuant hereto and the Custodian and the Trustee shall have no further
responsibility with regard to such Owner Mortgage File (and, if applicable,
Retained Mortgage File). In lieu of repurchasing any such Mortgage Loan as
provided above, the Depositor may cause such Mortgage Loan to be removed from
the Trust Fund (in which case it shall become a Defective Mortgage Loan) and
substitute one or more Eligible Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d).

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

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

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

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

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

            The Depositor shall determine the Purchase Price or the eligibility
of any Eligible Substitute Mortgage Loan and the Trustee shall be protected in
relying on such determination.

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

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

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

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

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

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

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

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

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

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

            (h) The Mortgage is a valid, subsisting and enforceable first lien
with respect to 95.89% of the Mortgage Loans (by aggregate unpaid principal
balance as of the Cut-off Date) or second lien with respect to 4.11% of the
Mortgage Loans (by aggregate unpaid principal balance as of the Cut-off Date) on
the property therein described, and the Mortgaged Property related to each first
lien is free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under or as a
result of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged Property
is a condominium unit, any lien for common charges permitted by statute or
homeowners association fees; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the Custodian
with, any Mortgage establishes in the Depositor a valid and subsisting first
lien with respect to 95.89% of the Mortgage Loans (by aggregate unpaid principal
balance as of the Cut-off Date) or second lien with respect to 4.11% of the
Mortgage Loans (by aggregate unpaid principal balance as of the Cut-off Date) on
the property described therein and the Depositor has full right to sell and
assign the same to the Trustee;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (z) With respect to each Mortgage Loan that has a Prepayment
Penalty, each such Prepayment Penalty shall be enforceable, and each Prepayment
Penalty shall be permitted pursuant to federal, state and local law. Each such
Prepayment Penalty is in an amount less than or equal to the maximum amount
permitted under applicable law;

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

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

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

            (dd) No Mortgage Loan (other than a Mortgage Loan that is a New
Jersey covered purchase loan) is a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in the then current S&P's LEVELS(R) Glossary which is
now Version 5.7, Appendix E) and no Mortgage Loan originated on or after October
1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (ii) Immediately prior to the sale and assignment by the Depositor
      to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor
      had good and marketable title to each Mortgage Loan (insofar as such title
      was conveyed to it by the Seller) subject to no prior lien (other than
      4.11% of the Mortgage Loans (by aggregate unpaid principal balance as of
      the Cut-off Date) which are second liens), claim, participation interest,
      mortgage, security interest, pledge, charge or other encumbrance or other
      interest of any nature;

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

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

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

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

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

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

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

            Section 2.07 Issuance of Certificates and the REMIC Regular
Interests. The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery to the Custodian on its behalf of the Mortgage Files, subject
to the provisions of Sections 2.01 and 2.02, and the Trustee acknowledges the
assignment to it of all other assets included in the Trust Fund, receipt of
which is hereby acknowledged. Concurrently with such assignment and delivery and
in exchange therefor, the Securities Administrator, pursuant to the Written
Order to Authenticate executed by an officer of the Depositor, has executed, and
the Certificate Registrar has authenticated and delivered to or upon the order
of the Depositor, each Class of Certificates in the minimum dollar denominations
and integral dollar multiples in excess thereof or minimum Percentage Interests
set forth in Section 5.01 hereof. The Trustee acknowledges the issuance of the
Pooling-Tier REMIC-1 Regular Interests and declares that it holds such regular
interests as assets of Pooling-Tier REMIC-2. The Trustee acknowledges the
issuance of the Pooling-Tier REMIC-2 Regular Interests and declares that it
holds such regular interests as assets of the Lower-Tier REMIC. The Trustee
acknowledges the issuance of the Lower-Tier REMIC Regular Interests and declares
that it hold such regular interests as assets of the Upper-Tier REMIC. The
Trustee acknowledges the issuance of the Class UT-IO Interest and Class UT-X
Interest and declares that it holds such regular interests as assets of the
Class CE REMIC. The Trustee acknowledges the issuance of the Class R-CE
Interest, Class PT1-R Interest, the Class PT2-R Interest, Class LT-R Interest
and Class UT-R Interest, represented by the Class R Certificate. The Trustee
acknowledges that the obligation of the Class CE Certificates to pay Cap
Carryover Amounts, and declares that it hold the same as assets of the Grantor
Trust on behalf of the Holders of the Class A-1, Class A-2, Class A-3, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class
B-2, Class B-3 and Class B-4 Certificates, respectively. In addition to the
assets described in the preceding sentence, the assets of the Grantor Trust
shall also include (i) Prepayment Penalties, any Servicer Prepayment Penalty
Payment Amounts, any Originator Prepayment Penalty Payment Amounts and the
beneficial interest of the Class P Certificates with respect thereto and (ii)
the Interest Rate Swap Agreement, the Interest Rate Cap Agreement, the
Supplemental Interest Trust Account, the Excess Reserve Fund Account and the
beneficial interest of the Class CE Certificates with respect thereto, subject
to the obligation to pay Cap Carryover Amounts, Net Swap Payments to the Swap
Provider and Swap Termination Payments (without duplication of any previously
paid Replacement Swap Provider Payment) to the Swap Provider and the right to
receive Class IO Shortfalls from the LIBOR Certificates. The interests evidenced
by the Certificates constitute the entire beneficial ownership interest in the
Trust Fund.

<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

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

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

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

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

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

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

            Section 3.03 Realization Upon Defaulted Mortgage Loans. In the event
that any payment due under any Mortgage Loan is not paid when the same becomes
due and payable, or in the event the Mortgagor fails to perform any other
covenant or obligation under the Mortgage Loan and such failure continues beyond
any applicable grace period, the Servicer shall take such action as it shall
deem to be in the best interest of the Certificateholders (except as provided in
Section 3.29).

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

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

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

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

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

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

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

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

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

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

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

            (iii) all Net Liquidation Proceeds and Subsequent Recoveries;

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

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

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

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

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

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

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

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

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

            (iii) to remit Net Swap Payments and Swap Termination Payments
      (without duplication of any previously paid Replacement Swap Provider
      Payment) to the Supplemental Interest Trust Account;

            (iv) to remit funds to Certificateholders in the amounts and the
      manner provided for herein; and

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

            The Securities Administrator shall notify the Depositor and the
Trustee of the amount, purpose and party paid pursuant to Section 3.04(b)(i).

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

            (d) In the event the Servicer delivers to the Securities
Administrator for deposit in the Distribution Account any amount not required to
be deposited therein, it may at any time request that the Securities
Administrator withdraw such amount from the Distribution Account and remit to
the Servicer any such amount, any provision herein to the contrary
notwithstanding. In addition, the Servicer shall deliver to the Securities
Administrator from time to time for deposit, and the Securities Administrator
shall so deposit, in the Distribution Account in respect of Pooling-Tier REMIC-1
(other than amounts described in clause (iii), which shall be held in the
Grantor Trust):

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

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

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

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

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

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

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

            (g) The Securities Administrator shall establish and maintain the
Excess Reserve Fund Account, held in trust for the benefit of the Holders of the
LIBOR Certificates. On each Distribution Date, Cap Carryover Amounts available
pursuant the Section 4.02(b)(xxxi) will be deposited into the Excess Reserve
Fund Account. On such Distribution Date, the Securities Administrator shall
withdraw such Cap Carryover Amounts on deposit and apply them, sequentially, as
follows:

            (i) concurrently, to the Class A Certificates, pro rata (based on
      the outstanding Principal Balance of each such Class) any Cap Carryover
      Amount for such Class;

            (ii) concurrently, to the Class A Certificates, pro rata (based on
      the remaining unpaid Cap Carryover Amount for each such Class after
      distributions pursuant to clause (i) above) any remaining Cap Carryover
      Amount for such Class after giving effect to any distributions pursuant to
      clause (i) above; and

            (iii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4
      Certificates, any Cap Carryover Amount for such Class.

            (h) (i) The Securities Administrator shall establish and maintain
the Supplemental Interest Trust Account, held in trust for the benefit of the
Swap Provider and the Holders of the LIBOR Certificates and Class CE
Certificates. On the Business Day prior to each Distribution Date, the
Securities Administrator shall (A) deposit into the Supplemental Interest Trust
Account any Net Swap Payment and Swap Termination Payment received from the Swap
Provider, any Replacement Swap Provider Payment received from a replacement swap
provider and any Cap Payment and Cap Termination Payment received from the Cap
Provider for such Distribution Date and (B) deposit into the Supplemental
Interest Trust Account from Available Funds, any Net Swap Payment and Swap
Termination Payment owed to the Swap Provider for such Distribution Date, in
each case prior to distributions to Certificateholders. On the Business Day
prior to each Distribution Date, in the case of clauses first, second and
eighth, and on each Distribution Date, in the case of clauses third, fourth,
fifth, sixth, seventh and ninth, the Securities Administrator shall withdraw
from the Supplemental Interest Trust Account any amounts on deposit and apply
them, sequentially, as follows:

            first, to the Swap Provider, any Net Swap Payment owed to the Swap
Provider pursuant to the Interest Rate Swap Agreement for such Distribution
Date;

            second, to the Swap Provider, any Replacement Swap Provider Payment
owed to the replaced Swap Provider and, without duplication, any Swap
Termination Payment (other than any Swap Termination Payment resulting from a
Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Interest
Rate Swap Agreement for such Distribution Date;

            third, concurrently, to the Class A-1, Class A-2 and Class A-3
Certificates, pro rata (based on the Accrued Certificate Interest and Interest
Carry Forward Amount remaining for each such Class), the Accrued Certificate
Interest and Interest Carry Forward Amount, to the extent remaining
undistributed after distributions pursuant to Sections 4.01 and 4.02(b);

            fourth, to the Class M and Class B Certificates to pay Accrued
Certificate Interest and Interest Carry Forward Amount (in each case, to the
extent remaining undistributed after distributions pursuant to Sections 4.01 and
4.02(b)) in the following order of priority:

            (i) to the Class M-1 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (ii) to the Class M-2 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (iii) to the Class M-3 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (iv) to the Class M-4 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (v) to the Class M-5 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (vi) to the Class M-6 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (vii) to the Class B-1 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (viii) to the Class B-2 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            (ix) to the Class B-3 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount; and

            (x) to the Class B-4 Certificates, to pay Accrued Certificate
      Interest and then Interest Carry Forward Amount;

            fifth, to the LIBOR Certificates to pay remaining Cap Carryover
Amounts in the following order of priority (after giving effect to payments made
pursuant to Section 3.04(g)):

            (i) concurrently, to the Class A Certificates, pro rata (based on
      the outstanding Principal Balance of each such Class) any Cap Carryover
      Amount for such Class;

            (ii) concurrently, to the Class A Certificates, pro rata (based on
      the remaining unpaid Cap Carryover Amount for each such Class after
      distributions pursuant to clause (i) above) any remaining Cap Carryover
      Amount for such Class after giving effect to any distributions pursuant to
      clause (i) above; and

            (iii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4
      Certificates, any Cap Carryover Amount for such Class;

            sixth, to the LIBOR Certificates to pay principal as described in
Sections 4.02(a)(i) and (ii), but only to the extent necessary to restore the
Overcollateralization Amount to the Targeted Overcollateralization Amount as a
result of current or prior Realized Losses not previously reimbursed, after
giving effect to distributions pursuant to Sections 4.01 and 4.02(a);

            seventh, sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, any remaining Unpaid Realized Loss Amounts for each
such Class, after payment of the applicable Realized Loss Amortization Amounts
pursuant to Section 4.02(b);

            eighth, to the Swap Provider, any Swap Termination Payment resulting
from a Swap Provider Trigger Event (without duplication of any previously paid
Replacement Swap Provider Payment) owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date; and

            ninth, any remaining amount to the Class CE Certificates.

            (ii) As described in Section 3.04(h)(i) above, Net Swap Payments
owed to the Swap Provider and Swap Termination Payments (other than Swap
Termination Payments resulting from a Swap Provider Trigger Event and without
duplication of any Replacement Swap Provider Payment) owed to the Swap Provider
shall be payable from the Supplemental Interest Trust to the Swap Provider from
Available Funds prior to any distributions to Certificateholders. Prior to each
Distribution Date, such amounts will be remitted from the Distribution Account
to the Supplemental Interest Trust Account, first to make any Net Swap Payment
owed to the Swap Provider on the Business Day prior to each Distribution Date
pursuant to the Interest Rate Swap Agreement, and second to make any Swap
Termination Payment (other than any Swap Termination Payment resulting from a
Swap Provider Trigger Event and without duplication of any previously paid
Replacement Swap Provider Payment pursuant to Section 3.04(h)(i) priority
second) owed to the Swap Provider on the Business Day prior to each Distribution
Date pursuant to the Interest Rate Swap Agreement. Any Swap Termination Payment
triggered by a Swap Provider Trigger Event owed to the Swap Provider pursuant to
the Interest Rate Swap Agreement will be subordinated to distributions to the
holders of the LIBOR Certificates and shall be paid pursuant to Section
3.04(h)(i) priority eighth.

            (i) The Securities Administrator shall account for the Excess
Reserve Fund Account and Supplemental Interest Trust Account as assets of a
grantor trust under subpart E, part I of subchapter J of the Code and not as
assets of any REMIC created pursuant to this Agreement. The beneficial owner of
the Excess Reserve Fund Account and the Supplemental Interest Trust Account is
the Class CE Certificateholder. For federal income tax purposes, Net Swap
Payments and Swap Termination Payments payable to the Swap Provider shall be
deemed to be paid to the Supplemental Interest Trust first, from the Class CE
REMIC, by the Holder of the Class CE Certificates (in respect of the Class IO
Interest and, if applicable, Class CE Interest) and second, other than any Swap
Termination Payment resulting from a Swap Provider Trigger Event, from the
Upper-Tier REMIC by the Holders of the applicable Class or Classes of LIBOR
Certificates (in respect of Class IO Shortfalls).

            (j) Any Cap Carryover Amounts paid by the Securities Administrator
pursuant to Sections 3.04(g) and (h) to the LIBOR Certificates shall be
accounted for by the Securities Administrator as amounts paid first to the Class
CE Certificates in respect of the Class CE Interest or from Net Swap Payments
received from the Swap Provider and then to the respective Class or Classes of
LIBOR Certificates. In addition, the Securities Administrator shall account for
each Class of LIBOR Certificates' rights to receive payments of Cap Carryover
Amounts and the obligation to pay Class IO Shortfalls as rights and obligations
in a separate limited recourse notional principal contract between the Class CE
Certificateholders and the holders of the LIBOR Certificates of each such Class.

            (k) [Reserved].

            (l) With respect to the failure of the Swap Provider or Cap Provider
to perform any of its obligations under the Interest Rate Swap Agreement or the
Interest Rate Cap Agreement, as applicable, the breach by the Swap Provider or
Cap Provider of any of its representations and warranties made pursuant to the
Interest Rate Swap Agreement or Interest Rate Cap Agreement, as applicable, or
the termination of the Interest Rate Swap Agreement or Interest Rate Cap
Agreement, as applicable, the Securities Administrator shall send any notices
and make any demands, on behalf of the Supplemental Interest Trust, as are
required under the Interest Rate Swap Agreement or Interest Rate Cap Agreement,
as applicable. The Securities Administrator shall cause any replacement swap
provider or cap provider to provide a copy of the related replacement interest
rate swap agreement or interest rate cap agreement to the Securities
Administrator and the Depositor.

            (m) (i) Upon the occurrence of a Swap Early Termination and in the
event that the Supplemental Interest Trust receives a Swap Termination Payment,
and (A) the Depositor obtains a successor swap provider, the Securities
Administrator shall use the Swap Termination Payment received by the
Supplemental Interest Trust to pay the replacement swap provider any amount owed
to such replacement swap provider upon entering into a replacement interest rate
swap agreement or (B) the Depositor cannot obtain a successor swap provider, the
Securities Administrator shall deposit the Swap Termination Payment into a
reserve account which is a sub-account of the Supplemental Interest Trust
Account. On each subsequent Distribution Date (so long as funds are available in
the reserve account), the Securities Administrator shall withdraw from the
reserve account and deposit into the Supplemental Interest Trust Account an
amount equal to the amount of any Net Swap Payment due the Supplemental Interest
Trust (calculated in accordance with the terms of the Interest Rate Swap
Agreement) and treat such amount as a Net Swap Payment for purposes of
determining the distributions from the Supplemental Interest Trust Account. The
remaining amount in the reserve account will remain in that account and will not
be treated as a Swap Termination Payment for purposes of determining the
distributions from the Supplemental Interest Trust Account until the final
Distribution Date.

            (ii) Notwithstanding all other provisions in this Agreement, in the
event that the Supplemental Interest Trust, at the direction of the Depositor,
enters into a replacement interest rate swap agreement and the Supplemental
Interest Trust is entitled to receive a payment from a replacement swap provider
(such payment, a "Replacement Swap Provider Payment"), the Securities
Administrator shall deposit such Replacement Swap Provider Payment into the
Supplemental Interest Trust Account and pay to the Swap Provider the lesser of
(x) the amount so received and (y) any Swap Termination Payment owed to the Swap
Provider (to the extent not already paid by the Trust) that is being replaced
immediately upon receipt of the Replacement Swap Provider Payment, regardless of
whether the date of receipt thereof is a Distribution Date; provided that to the
extent that the Replacement Swap Provider Payment is less than the Swap
Termination Payment owed to the Swap Provider that is being replaced, any
remaining amounts will be paid to the Swap Provider on the subsequent
Distribution Date (unless the Replacement Swap Provider Payment is paid to the
Swap Provider on a Distribution Date, in which case such remaining amounts will
be paid on such Distribution Date) in accordance with Section 3.04(h)(i) of this
Agreement. For the avoidance of doubt, the parties agree that the Swap Provider
shall have first priority to any Replacement Swap Provider Payment (to the
extent that the Swap Provider is owed a Swap Termination Payment from the
Supplemental Interest Trust) over the payment by the Trust to
Certificateholders, the Servicer, the Securities Administrator or any other
Person.

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

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

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

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

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

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

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

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

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

            (ix) to reimburse the Insurer for the amount of any claim (net of
      the aggregate amount of Insurer Fee paid to the Insurer with respect to
      the related Covered Mortgage Loan) paid by the Insurer prior to rescission
      of coverage of the related Covered Mortgage Loan as set forth in Section
      3.29; and

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

            The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding. The Servicer shall notify the Securities
Administrator of the amount, purpose and party of any payment or reimbursement
of expenses made pursuant to Sections 3.05(iv), (vi), (vii) and (viii).

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

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

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

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

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

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

            For purposes of this Section 3.08(b), primary mortgage insurance
does not include the PMI Policy.

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

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

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

            Section 3.12 Fidelity Bond, Errors and Omissions Insurance. (a) The
Servicer shall maintain, at all times and at its own expense, a Servicer Errors
and Omissions Policy in an amount and with an insurer acceptable to Fannie Mae
or Freddie Mac. The Servicer 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. The Servicer shall maintain in effect the
Servicer Errors and Omissions Policy at all times and the Servicer Errors and
Omissions Policy may not be canceled, permitted to lapse or otherwise terminated
without the acquisition of comparable coverage by the Servicer. The terms of the
Servicer Errors and Omissions Policy shall provide for a deductible amount that
is acceptable to Fannie Mae or Freddie Mac with respect to its approved mortgage
loan servicers. The Servicer Errors and Omissions Policy shall be obtained by
the Servicer from an insurer which satisfies Fannie Mae or Freddie Mac standards
in this regard.

            (b) The Servicer must maintain, at all times, at its own expense, a
Fidelity Bond in an amount and with an insurer acceptable to Fannie Mae or
Freddie Mac and having terms that are acceptable to Fannie Mae or Freddie Mac.
The amount of Fidelity Bond coverage shall be an amount acceptable to Fannie Mae
or Freddie Mac. 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. 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 Securities Administrator and the
Depositor. Further, the Fidelity Bond must provide that, or the insurer must
state in writing to the Securities Administrator and the Depositor that, the
Fidelity Bond shall not be cancelable without the giving of notice as provided
for in the prior sentence. The terms of the Fidelity Bond must provide for a
deductible amount that does not exceed Fannie Mae or Freddie Mac requirements.
The Fidelity Bond must be obtained from a company which satisfies Fannie Mae or
Freddie Mac standards in this regard.

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

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

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

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

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

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

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

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

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

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

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

            Section 3.15 Reserved.

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

            Prior to purchase pursuant to this Section 3.16, the Servicer shall
be required to continue to make monthly Advances pursuant to Section 4.07. The
Depositor shall not use any procedure in selecting Mortgage Loans to be
purchased which is materially adverse to the interests of the
Certificateholders. The Depositor shall purchase any such 60+ Day Delinquent
Loan or REO Property that it elects to purchase at a price equal to the Purchase
Price. The Purchase Price for the repurchased Mortgage Loan or REO Property
shall be deposited in the Collection Account, and the Custodian, on behalf of
the Trustee, upon receipt of written certification from the Depositor of such
deposit, shall release to, or at the direction of, the Depositor, the related
Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Depositor shall furnish to it
and as shall be necessary to vest in the Depositor any Mortgage Loan or REO
Property released pursuant hereto and neither the Trustee nor the Custodian
shall have further responsibility with regard to such Mortgage File.

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

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

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

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

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

            Section 3.19 Annual Statement as to Compliance. (a) The Securities
Administrator shall deliver in electronic format or otherwise make available to
the Depositor, and the Trustee and the Servicer shall deliver and the Securities
Administrator, the Trustee and the Servicer shall cause each Additional Servicer
engaged by it to deliver in electronic form, or otherwise make available to the
Securities Administrator (and the Securities Administrator shall forward to the
Trustee and each Rating Agency) on or before March 5 of each year or if such day
is not a Business Day, the next Business Day (with a 10 calendar day cure
period, but in no event later than March 15), commencing in March 2007, a copy
of a certificate in the form required by Item 1123 of Regulation AB, to the
effect that (i) an authorized officer of the Securities Administrator, the
Servicer or the Additional Servicer, as the case may be, has reviewed (or a
review has been made under his or her supervision of) such party's activities
under this Agreement or such other applicable agreement in the case of an
Additional Servicer, during the prior calendar year or portion thereof and (ii)
to the best of such officer's knowledge, based on such review, such party has
fulfilled all of its obligations under this Agreement or such other applicable
agreement in the case of an Additional Servicer, in all material respects
throughout the prior calendar year or portion thereof or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. If any of
the certificates delivered pursuant to this Section 3.19 disclose that there has
been a failure to fulfill any obligation in any material respect then the
Securities Administrator shall promptly notify the Depositor and forward a copy
of such certificate to the Depositor, and the Depositor shall review such
certificate and, if applicable, consult with the Servicer as to the nature of
any failure to fulfill any obligation under this Agreement or such other
applicable agreement in the case of an Additional Servicer, in any material
respect.

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

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

            (a) The Securities Administrator, at its own expense, shall furnish
to the Depositor and the Trustee, and the Servicer, the Trustee and the
Custodian, at their own expense, shall furnish, or otherwise make available, and
the Securities Administrator and each such party shall cause any Servicing
Function Participant engaged by any such party to furnish, to the Securities
Administrator, not later than March 5 of each year, or if such day is not a
Business Day, the next Business Day (with a 10 day cure period, but in no event
later than March 15), commencing in March 2007, a copy of a report, signed by an
authorized officer of the Securities Administrator, the Trustee, the Custodian,
the Servicing Function Participant or the Servicer, as applicable, on assessment
of compliance with, at a minimum, the Relevant Servicing Criteria that contains:

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

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

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

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

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

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

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

            (b) The Securities Administrator, at its own expense, shall cause a
registered public accounting firm which is a member of the Institute of
Certified Public Accountants to furnish to the Depositor, and each of the
Trustee, the Servicer and the Custodian at their own expense, shall cause, and
the Securities Administrator and each such party shall cause any Servicing
Function Participant engaged by any such party, at such party's expense, to
cause a registered public accounting firm which is a member of the Institute of
Certified Public Accountants to furnish to the Securities Administrator, not
later than March 5 of each year, or if such day is not a Business Day, the next
Business Day (with a 10 calendar day cure period, but in no event later than
March 15), commencing in March 2007, an electronic report to the effect that (i)
it has obtained a representation regarding certain matters from the management
of such party, which includes an assertion that such party has complied with the
Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements issued or
adopted by the Public Company Accounting Oversight Board, it is expressing an
opinion as to whether such party's assessment of compliance with the Relevant
Servicing Criteria was fairly stated in all material respects, or it cannot
express an overall opinion regarding such party's assessment of compliance with
the Relevant Servicing Criteria. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why
it was unable to express such an opinion. Such report must be available for
general use and not contain restricted use language. If requested by the
Securities Administrator or the Depositor, such report shall contain or be
accompanied by a consent of such accounting firm to inclusion or incorporation
of such report in the Depositor's Registration Statement on Form S-3 relating to
the Certificates and the Trust's Form 10-K.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 3.25 Reports of Foreclosure and Abandonment of Mortgaged
Properties. On or before April 30 of each year beginning in 2007, the Servicer
shall file the reports of foreclosure and abandonment of any Mortgaged Property
required by Section 6050J of the Code with the Internal Revenue Service and
provide an Officer's Certificate certifying its compliance with this Section
3.25 to the Trustee. The reports from the Servicer shall be in form and
substance sufficient to meet the reporting requirements imposed by such Section
6050J.

            Section 3.26 Reserved.

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

            Section 3.28 Exchange Act Reports.

            (a) Within 15 days after each Distribution Date, the Securities
Administrator shall prepare, an authorized officer of the Servicer shall sign
(and return an electronic copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Securities Administrator
no later than the 13th calendar day after the related Distribution Date provided
that the Securities Administrator provides such Form 10-D for signature to the
Servicer no later than the 11th calendar day after the related Distribution
Date), and the Securities Administrator shall file with the Commission, on
behalf of the Trust, any Form 10-D required by the Exchange Act, in form and
substance as required by the Exchange Act. The Securities Administrator shall
file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto. Any disclosure in addition to the Distribution Date Statement
that is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall be reported by the parties set forth on Exhibit T and directed and
approved by the Depositor, and the Securities Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-D Disclosure (other than with respect to itself) absent such reporting,
direction and approval. If a Form 10-D cannot be filed on time or if a
previously filed Form 10-D needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.28(d). Promptly (but no later
than 1 Business Day) after filing with the Commission, the Securities
Administrator will make available on its internet website a final executed copy
of each Form 10-D.

            For so long as the Trust is subject to the Exchange Act reporting
requirements, within five (5) calendar days (or, solely in the case of Item 7
listed on Exhibit T, the greater of five (5) calendar days or three (3) Business
Days) after the related Distribution Date, the parties identified on Exhibit T
shall (i) provide to the Securities Administrator and the Depositor, to the
extent known by a Responsible Officer, in EDGAR-compatible format, or in such
other format as otherwise agreed upon by the Securities Administrator and such
party, the form and substance of any Additional Form 10-D Disclosure, if
applicable and (ii) include with such Additional Form 10-D Disclosure, an
Additional Disclosure Notification in the form attached hereto as Exhibit W, and
the Depositor will approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Securities Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit T of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure. After preparing the Form 10-D, if the Form 10-D contains
any Additional Form 10-D Disclosure, the Securities Administrator shall forward
electronically a draft copy of the Form 10-D to the Depositor for review. Each
party to this Agreement acknowledges that the performance by the Securities
Administrator of its duties under this Section 3.28(a) relating to the timely
preparation and filing of Form 10-D is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under this
Section 3.28(a). The Securities Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 10-D, where such failure results
from the Securities Administrator's inability or failure to receive, on a timely
basis, any information from any other party hereto or the Custodian, needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct. The Depositor will be
responsible for any reasonable fees assessed and expenses incurred by the
Securities Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.

            (b) Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (it being understood
that the fiscal year for the Trust ends on December 31st of each year),
commencing in March 2007 (the "Form 10-K Filing Deadline"), the Securities
Administrator shall prepare and the Securities Administrator shall file with the
Commission, on behalf of the Trust, a Form 10-K, in form and substance as
required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Securities
Administrator within the applicable timeframes set forth in this Agreement or
the Custodial Agreement:

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

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

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

            (iv) the Sarbanes-Oxley Certification.

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

            No later than March 5 (with a 10 calendar day cure period, but in no
event later than March 15) of each year that the Trust is subject to the
Exchange Act reporting requirements, commencing in March 2007, (i) the parties
identified on Exhibit U shall provide to the Securities Administrator and the
Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible
format, or in such other format as otherwise agreed upon by the Securities
Administrator and such party, the form and substance of any Additional Form 10-K
Disclosure, if applicable, and (ii) the parties identified on Exhibit U shall
include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit W, and the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit U of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-K Disclosure
on Form 10-K pursuant to this paragraph.

            After preparing the Form 10-K, no later than the close of business
on the 7th Business Day prior to the Form 10-K Filing Deadline, the Securities
Administrator shall forward electronically a draft copy of the Form 10-K to the
Depositor and the Servicer for review. No later than the close of business on
the fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer
of the Servicer in charge of the servicing function shall sign the Form 10-K and
return an electronic or fax copy of such signed Form 10-K, together with a
signed copy of the certification in the form attached hereto as Exhibit O or in
such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange
Act, as applicable, and any directives or interpretations thereof by the
Commission (the "Sarbanes-Oxley Certification") and required to be included with
each Form 10-K (with an original executed hard copy of each to follow by
overnight mail) to the Securities Administrator.

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

            (c) Within four (4) Business Days (or, in the case of any
information disclosed pursuant to Item 7.01 of Form 8-K, within the time period
required by Regulation FD) after the occurrence of an event requiring disclosure
on Form 8-K (each such event, a "Reportable Event"), and if directed by the
Depositor, the Securities Administrator shall prepare, an authorized officer of
the Servicer shall sign (and return an electronic copy of such signed Form 8-K
(with an original executed hard copy to follow by overnight mail) to the
Securities Administrator by noon on the fourth Business Day after such
Reportable Event provided that the Securities Administrator provides such Form
8-K for signature to the Servicer no later than noon on the third Business Day
after such Reportable Event), and the Securities Administrator shall file with
the Commission, on behalf of the Trust, any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall prepare and file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be
included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the
paragraph immediately below, be reported by the parties set forth on Exhibit V
and directed and approved by the Depositor, and the Securities Administrator
will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information (other than with respect to itself) absent
such reporting, direction and approval. If a Form 8-K cannot be filed on time or
if a previously filed Form 8-K needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.28(d). Promptly (but no later
than 1 Business Day) after filing with the Commission, the Securities
Administrator will, make available on its internet website a final executed copy
of each Form 8-K prepared and filed by the Securities Administrator.

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

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

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

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

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

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

            Section 3.29 PMI Policy; Claims Under the PMI Policy. The Servicer
covenants and agrees to exercise its best reasonable efforts to maintain and
keep the PMI Policy in full force and effect throughout the term of this
Agreement. In the performance of its duties hereunder, the Servicer shall comply
with the terms of the PMI Policy. Notwithstanding anything to the contrary in
this Agreement, the Servicer shall not agree to any modification or assumption
of a Covered Mortgage Loan or take any other action with respect to a Covered
Mortgage Loan that could result in a limitation, qualification or denial of
coverage under the PMI Policy with respect to any Covered Mortgage Loan. The
Servicer shall not agree to any modification of a Covered Mortgage Loan without
the Insurer's prior written consent. The Servicer shall, on behalf of the Trust,
prepare and file on a timely basis with the Insurer, with a copy to the
Securities Administrator, all claims which may be made under the PMI Policy with
respect to the related Covered Mortgage Loans. Consistent with all rights and
obligations hereunder, the Servicer shall take all actions required under the
PMI Policy as a condition to the payment of any such claim. Any amounts
collected by the Servicer under the PMI Policy shall be deposited in the
Collection Account pursuant to Section 3.04(a)(iv) hereof. The Servicer shall
take whatever action is appropriate to maximize the amounts payable under the
PMI Policy and to service the Covered Mortgage Loans in the manner required by
the PMI Policy. The Servicer shall prepare and submit all claims eligible for
submission under the PMI Policy and shall perform all of the obligations of the
insured under the PMI Policy. In the event the Insurer pays a claim under the
PMI Policy and subsequently determines the claim should not have been paid due
to (i) materially inaccurate information provided to the Insurer by the insured
under the policy or (ii) a breach of a representation or warranty made to the
Insurer by the insured under the policy, which, in either case, the Insurer
reasonably determines is material to the coverage of such Covered Mortgage Loan,
the Servicer shall, upon receipt by the Depositor, the Servicer and the
Securities Administrator of an Officer's Certificate of the Insurer detailing
the reason for rescission of coverage, reimburse the Insurer as set forth in
Section 3.05(ix) hereof; provided, however, none of the Depositor, the
Securities Administrator or the Servicer shall have any obligation to contest
the Insurer's determination of materiality.

<PAGE>

                                   ARTICLE IV

                                  FLOW OF FUNDS

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

            (i) concurrently, to the Class A-1, Class A-2 and Class A-3
      Certificates, pro rata (based on the Accrued Certificate Interest for each
      such Class), the applicable Accrued Certificate Interest thereon for such
      Distribution Date;

            (ii) concurrently, to the Class A-1, Class A-2 and Class A-3
      Certificates, pro rata (based on the Interest Carry Forward Amount for
      each such Class), the applicable Interest Carry Forward Amount thereon for
      such Distribution Date;

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

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

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

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

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

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

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

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

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

            (xii) to the Class B-4 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date; and

            (xiii) any remaining Interest Remittance Amount will be distributed
      as part of the Monthly Excess Cashflow Amount as set forth in Section
      4.02(b).

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

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

            first, (a) with respect to each Distribution Date on or prior to the
Subordination Depletion Date, sequentially, to the Class A-1, Class A-2 and
Class A-3 Certificates and (b) with respect to each Distribution Date after the
Subordination Depletion Date, concurrently, to the Class A-1, Class A-2 and
Class A-3 Certificates, pro rata;

            second, sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates; and

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

            (ii) With respect to each Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect, sequentially, as follows:

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

            second, sequentially, to the Class M-1, Class M-2 and Class M-3
Certificates, in each case up to the Sequential Class M Principal Distribution
Amount;

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

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

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

            sixth, to the Class B-1 Certificates, up to the Class B-1 Principal
Distribution Amount;

            seventh, to the Class B-2 Certificates, up to the Class B-2
Principal Distribution Amount;

            eighth, to the Class B-3 Certificates, up to the Class B-3 Principal
Distribution Amount;

            ninth, to the Class B-4 Certificates, up to the Class B-4 Principal
Distribution Amount; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (xx) to the Class B-1 Certificates, any Interest Carry Forward
      Amount thereon for such Distribution Date;

            (xxi) to the Class B-1 Certificates, the Class B-1 Realized Loss
      Amortization Amount for such Distribution Date;

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

            (xxiii) to the Class B-2 Certificates, any Interest Carry Forward
      Amount thereon for such Distribution Date;

            (xxiv) to the Class B-2 Certificates, the Class B-2 Realized Loss
      Amortization Amount for such Distribution Date;

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

            (xxvi) to the Class B-3 Certificates, any Interest Carry Forward
      Amount thereon for such Distribution Date;

            (xxvii) to the Class B-3 Certificates, the Class B-3 Realized Loss
      Amortization Amount for such Distribution Date;

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

            (xxix) to the Class B-4 Certificates, any Interest Carry Forward
      Amount thereon for such Distribution Date;

            (xxx) to the Class B-4 Certificates, the Class B-4 Realized Loss
      Amortization Amount for such Distribution Date;

            (xxxi) to the Excess Reserve Fund Account, any Cap Carryover Amounts
      (without regard to Net Swap Payments made by the Swap Provider or Cap
      Payments made by the Cap Provider to the Supplemental Interest Trust) for
      such Distribution Date;

            (xxxii) to the Supplemental Interest Trust Account, any Swap
      Termination Payments resulting from a Swap Provider Trigger Event (without
      duplication of any Replacement Swap Provider Payment) for such
      Distribution Date; and

            (xxxiii) to the Class CE Certificates, up to the Class CE
      Distributable Amount for such Distribution Date.

            On each Distribution Date, there shall be distributed (i) to the
Holder of the Class R Certificate in respect of the Class PT1-R Interest, the
Class PT2-R Interest, the Class LT-R Interest, the Class UT-R Interest and the
Class R-CE Interest any remaining amount in the Distribution Account with
respect to the related Trust REMIC on such date after the application pursuant
to Sections 4.01, 4.02(a) and 4.02(b)(i) through (xxxiii).

            Notwithstanding anything to the contrary contained in this
Agreement, if the Principal Balance of a Class of Certificates is reduced to
zero, such Class shall not be entitled to any Subsequent Recoveries, any
remaining Cap Carryover Amount and any applicable unpaid Realized Loss
Amortization Amount on future Distribution Dates.

            (c) On each Distribution Date, the Securities Administrator shall
withdraw any amounts then on deposit in the Distribution Account that represent
Prepayment Penalties collected by the Servicer in connection with the Principal
Prepayment in full of any of the Mortgage Loans, any Originator Prepayment
Penalty Payment Amounts or Servicer Prepayment Penalty Payment Amounts and shall
distribute such amounts to the Holders of the Class P Certificates. Such amounts
shall be treated as having been distributed to the Holders of the Class P
Certificates from the Grantor Trust.

            (d) Any amounts distributed to the Certificates (other than the
Class CE, Class P and Residual Certificates) in respect of interest pursuant to
Section 4.02(b)(xxxi) that constitute Cap Carryover Amounts shall be deemed
distributed (i) in the case of any Class of LIBOR Certificates, to the extent
the source of such funds is either a distribution from the Supplemental Interest
Trust Account or Excess Reserve Fund Account, as applicable, from the Grantor
Trust and (ii) otherwise, as first, a distribution by Upper-Tier REMIC in
respect of the Class CE Interest, and then by Class CE REMIC as a distribution
to the Class CE Certificates and then, a distribution to the applicable
Certificates from the Grantor Trust, in either case, as payments on notional
principal contracts. Any remaining amount with respect to the Class CE
Certificates or any amounts remaining in the Supplemental Interest Trust Account
shall be treated as having been distributed to the Holders of the Class CE
Certificates from the Grantor Trust.

            (e) On each Distribution Date, any Unpaid Realized Loss Amounts for
a Class or Classes of Class M and Class B Certificates will be reduced by the
amount of any Subsequent Recoveries received during the related Prepayment
Period in the following order of priority on such Distribution Date (to the
extent any such Class has any Unpaid Realized Loss Amounts): Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3
and Class B-4 Certificates.

            (f) On each Distribution Date, prior to any distributions of the
Monthly Excess Cashflow Amount pursuant to Section 4.02(b), any Monthly Excess
Interest Amount shall be distributed, to the extent available, in the following
order of priority on such Distribution Date: (i) concurrently, based on each
Class' Interest Percentage of the Current Interest Shortfall for such
Distribution Date, to the Class A Certificates, pro rata, and (ii) sequentially,
up to each Class' Interest Percentage of the Current Interest Shortfall for such
Distribution Date, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

            Section 4.03 Allocation of Losses. Realized Losses shall be
allocated, through the priority of distributions in Section 4.02, first against
the Monthly Excess Interest Amount and then against the Overcollateralization
Amount until such amount has been reduced to zero. If, after giving effect to
the distribution of the Principal Distribution Amount on any Distribution Date
the aggregate Principal Balance of the Certificates (other than the Class CE,
Class P and Residual Certificates) exceeds the Pool Balance as of the end of the
related Collection Period, the resulting Applied Realized Loss Amount will be
allocated against the Class B-4, Class B-3, Class B-2, Class B-1, Class M-6,
Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that
order and until the respective Principal Balances thereof are reduced to zero.

            Section 4.04 Method of Distribution. The Paying Agent shall make
distributions in respect of a Distribution Date to each Certificateholder of
record on the related Record Date (other than as provided in Section 10.01
respecting the final distribution), in the case of Certificateholders of the
Certificates (i) by wire transfer in immediately available funds to the account
of the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and such Person is the
registered owner of such Certificates or (ii) by check mailed by first class
mail to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.

            Section 4.05 Distributions on Book-Entry Certificates. Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, which shall credit the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of Securities Administrator, the Trustee, the Depositor or
the Servicer shall have any responsibility therefor except as otherwise provided
by applicable law.

            Section 4.06 Statements. (a) On each Distribution Date, based on the
Mortgage Loan information contained in the Remittance Report, the Securities
Administrator shall prepare and make available on its website at
www.ctslink.com, a statement (the "Distribution Date Statement") as to the
distributions made on such Distribution Date:

            (i) the amount of the distribution made on such Distribution Date to
      the Holders of each Class of Certificates allocable to principal,
      separately identified and the amount of the distribution made on such
      Distribution Date to the Holders of the Class P Certificates from
      Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and
      Servicer Prepayment Penalty Payment Amounts;

            (ii) the amount of the distribution made on such Distribution Date
      to the Holders of each Class of Certificates allocable to interest or
      Class CE Distributable Amount, separately identified;

            (iii) the Overcollateralization Amount, the Overcollateralization
      Release Amount, the Overcollateralization Deficiency and the Targeted
      Overcollateralization Amount as of such Distribution Date and the Monthly
      Excess Interest Amount and Monthly Excess Cashflow Amount for such
      Distribution Date;

            (iv) the aggregate amount of servicing compensation received by the
      Servicer during the related Collection Period;

            (v) the aggregate amount of Advances for the related Collection
      Period, cumulative unreimbursed Advances and Servicing Advances and
      cumulative Nonrecoverable Advances;

            (vi) the Pool Balance, at the close of business at the end of the
      related Collection Period;

            (vii) the number, weighted average remaining term to maturity and
      weighted average Mortgage Interest Rate of the Mortgage Loans as of the
      related Due Date;

            (viii) the number and aggregate principal balances of the Mortgage
      Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure or
      bankruptcy), grouping such delinquent Mortgage Loans in 30 day increments,
      up to 180 days delinquent (determined in accordance with the Mortgage
      Bankers' Association delinquency methodology), (B) in foreclosure, as of
      the close of business on the last day of the calendar month preceding the
      Distribution Date and (C) in bankruptcy as of the close of business on the
      last day of the calendar month preceding the Distribution Date;

            (ix) with respect to any Mortgage Loan that became an REO Property
      during the preceding calendar month, the loan number of such Mortgage
      Loan, the unpaid principal balance of the REO Property as of the close of
      business on the last Business Day of such calendar month and the principal
      balance of such Mortgage Loan as of the date it became an REO Property;

            (x) the book value of any REO Property as of the close of business
      on the last Business Day of the calendar month preceding the Distribution
      Date, and, cumulatively, the total number and cumulative principal balance
      of all REO Properties as of the close of business of the last day of the
      preceding Collection Period;

            (xi) the aggregate amount of Principal Prepayments made during the
      related Prepayment Period;

            (xii) the aggregate amount of Realized Losses incurred during the
      related Collection Period and the cumulative amount of Realized Losses;

            (xiii) the Principal Balance of each Class of Certificates, after
      giving effect to the distributions, and allocations of Realized Losses or
      Applied Realized Loss Amounts, as applicable, made on such Distribution
      Date, separately identifying any reduction thereof due to allocations of
      Realized Losses or Applied Realized Loss Amounts;

            (xiv) the Accrued Certificate Interest in respect of each Class of
      Certificates for such Distribution Date and any related Cap Carryover
      Amounts, and the respective portions thereof, if any, remaining unpaid
      following the distributions made in respect of such Certificates on such
      Distribution Date;

            (xv) the aggregate amount of any Prepayment Interest Shortfalls and
      of any Compensating Interest for such Distribution Date, to the extent not
      covered by payments by the Servicer pursuant to Section 3.23;

            (xvi) the Interest Percentage for each Class of Certificates, the
      amount of any Current Interest Shortfall and the amount of the
      distribution made to each Class of Certificates pursuant to Section
      4.02(f) for such Distribution Date;

            (xvii) the Cap Carryover Amounts distributed on such Distribution
      Date, the amounts remaining after giving effect to distributions thereof
      on such Distribution Date and the amount of all Cap Carryover Amounts
      covered by withdrawals from the Excess Reserve Fund Account and the
      Supplemental Interest Trust Account on such Distribution Date;

            (xviii) any Overcollateralization Deficiency after giving effect to
      the distribution of principal on such Distribution Date;

            (xix) whether a Trigger Event has occurred and is continuing, and
      the cumulative Realized Losses, as a percentage of the original Pool
      Balance;

            (xx) the Available Funds;

            (xxi) the Pass-Through Rate for each Class of Certificates for such
      Distribution Date;

            (xxii) the information contained in the Liquidation Report for such
      Distribution Date;

            (xxiii) the aggregate Principal Balance of Mortgage Loans purchased
      by the Servicer or the Depositor during the related Prepayment Period and
      indicating the section of this Agreement requiring or allowing the
      purchase of each such Mortgage Loan;

            (xxiv) the aggregate Principal Balance of the Mortgage Loans
      repurchased by the Depositor during the related Prepayment Period in
      connection with Section 3.16;

            (xxv) the amount of the Insurer Premium paid;

            (xxvi) the Mortgage Loan identifying number of each Mortgage Loan
      with a Prepayment Penalty that was the subject of a Principal Prepayment
      in full during the related Collection Period, the Prepayment Penalty
      listed on each related Mortgage Note and the Prepayment Penalty collected,
      and the Servicer Prepayment Penalty Payment Amount and the Originator
      Prepayment Penalty Payment Amount paid with respect to each such Mortgage
      Loan;

            (xxvii) the pool factors for such Distribution Date;

            (xxviii) the amount of any Net Swap Payments, Swap Termination
      Payments (if any), Replacement Swap Provider Payments (if any), Cap
      Termination Payments (if any) and Cap Payments for such Distribution Date;

            (xxix) the amount of Subsequent Recoveries received during the
      related Prepayment Period;

            (xxx) any expenses or indemnification amounts paid by the Trust
      Fund, the specific purpose of each payment and the parties to whom these
      payments are made;

            (xxxi) the aggregate amount of any claims made, and any claims
      rejected, under the PMI Policy during the related Collection Period, as
      provided to the Securities Administrator by the Servicer, and the amount
      of any claims previously paid that are reimbursed to the Insurer (net of
      the Insurer Premium paid to the Insurer) pursuant to Section 3.29;

            (xxxii) the applicable Determination Date, the Record Date and
      Interest Accrual Period for calculating the distribution and the actual
      Distribution Date for the distribution;

            (xxxiii) any material modifications, extensions or waivers to
      Mortgage Loan terms, fees, penalties or payments since the previous
      Distribution Date;

            (xxxiv) any material breaches of representations and warranties
      relating to the Mortgage Loans or material breaches of transaction
      covenants or representations and warranties; and

            (xxxv) any other customary information as is required to enable
      Certificateholders to prepare their tax returns.

            Assistance in using the Securities Administrator's website can be
obtained by calling the Securities Administrator's customer service desk at
(301) 815-6600. The Securities Administrator shall provide such information to
parties that are unable to use the above distribution option by mailing to them
via first class mail a paper copy of the Distribution Date Statement, upon
request of any such party made by calling the customer service desk and
indicating such. The Securities Administrator shall have the right to change the
way such reports are distributed in order to make such distribution more
convenient and/or more accessible to the parties, and the Securities
Administrator shall provide timely and adequate notification to all parties
regarding any such change.

            The Securities Administrator may fully rely upon and shall have no
liability with respect to information with respect to the Mortgage Loans
provided by the Servicer.

            In the case of information furnished pursuant to subclauses (i),
(ii) and (xiii) above, the amounts shall be expressed in a separate section of
the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Closing Date.

            (b) Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall furnish to each Person who at
any time during the calendar year was a Certificateholder of a LIBOR Certificate
or a Class CE Certificate, if requested in writing by such Person, such
information as is reasonably necessary to provide to such Person a statement
containing the information set forth in subclauses (i), (ii), (xiv) and (xvii)
above, aggregated for such calendar year or applicable portion thereof during
which such Person was a Certificateholder. Such obligation of the Securities
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished by the
Securities Administrator to Certificateholders pursuant to any requirements of
the Code as are in force from time to time.

            (c) On each Distribution Date, the Securities Administrator shall
forward to the Residual Certificateholders a copy of the reports forwarded to
the holder of any LIBOR Certificate in respect of such Distribution Date with
such other information as the Securities Administrator deems necessary or
appropriate. Such obligation of the Securities Administrator shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be prepared and furnished to Residual Certificateholders by the Securities
Administrator pursuant to any requirements of the Code as from time to time in
force.

            Section 4.07 Remittance Reports; Advances. (a) On the 15th calendar
day of each month, or the following Business Day if such 15th calendar day is
not a Business Day, the Servicer shall deliver to the Securities Administrator
by telecopy (or by such other means as the Servicer and the Securities
Administrator may agree from time to time) a Remittance Report with respect to
the related Distribution Date. On the same date, the Servicer shall
electronically forward to the Securities Administrator in such medium as may be
agreed between the Servicer and the Securities Administrator the information set
forth in such Remittance Report with respect to the related Distribution Date
and such information reasonably available to the Servicer necessary in order for
the Securities Administrator to perform the calculations necessary to make the
distributions and allocations contemplated by Section 4.01, 4.02 and 4.03 and to
prepare the Distribution Date Statement. The Securities Administrator shall not
be responsible to recompute, recalculate or verify any information provided to
it by the Servicer.

            (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the sum of (i) the
aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Collection Period in respect of the Mortgage Loans, which
Monthly Payments were delinquent on a contractual basis as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Collection Period and as to which REO Property an REO Disposition did not occur
during the related Collection Period, an amount equal to the excess, if any, of
the REO Imputed Interest on such REO Property for such Collection Period, over
the net income from such REO Property transferred to the Distribution Account
pursuant to Section 3.13 for distribution on such Distribution Date. For
purposes of the preceding sentence, the Monthly Payment on each Balloon Loan
with a delinquent Balloon Payment is equal to the assumed monthly payment that
would have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Loan.

            On the Servicer Remittance Date, the Servicer shall remit in
immediately available funds to the Securities Administrator for deposit in the
Distribution Account an amount equal to the aggregate amount of Advances, if
any, to be made in respect of the Mortgage Loans for the related Distribution
Date either (i) from its own funds or (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case it will
cause to be made an appropriate entry in the records of the Collection Account
that amounts held for future distribution have been, as permitted by this
Section 4.07, used by the Servicer in discharge of any such Advance) or (iii) in
the form of any combination of (i) and (ii) aggregating the total amount of
Advances to be made by the Servicer with respect to the Mortgage Loans. Any
amounts held for future distribution and so used shall be appropriately
reflected in the Servicer's records and replaced by the Servicer by deposit in
the Collection Account on or before any future Servicer Remittance Date to the
extent that the Available Funds for the related Distribution Date (determined
without regard to Advances to be made on the Servicer Remittance Date) shall be
less than the sum of (a) the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 and 4.02 on such
Distribution Date and (b) any Net Swap Payments owed to the Swap Provider for
such Distribution Date, if such amounts held for future distributions had not
been so used to make Advances. The Securities Administrator will provide notice
to the Servicer by telecopy by 4:00 p.m. New York City time on any Servicer
Remittance Date in the event that (i) the Servicer fails to remit the Advances
required to be made by the Servicer for the related Distribution Date or (ii)
the amount remitted by the Servicer to the Securities Administrator on such date
is less than the Advances required to be made by the Servicer for the related
Distribution Date, as set forth in the related Remittance Report.

            (c) The obligation of the Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan, shall continue until such
Mortgage Loan is paid in full by the Mortgagor or disposed of by the Trust, or
until the recovery of all Liquidation Proceeds thereon.

            (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced
by an Officer's Certificate of the Servicer delivered to the Securities
Administrator.

            (e) In the event that the Servicer fails to remit any Advances as
required pursuant to this Section 4.07, the Securities Administrator shall
notify the Trustee by 4:00 p.m. on the Servicer Remittance Date identifying for
each Advance the related Mortgage Loan and the amount of the Advance. On or
before 11:00 a.m. New York City time on the Distribution Date immediately
following the Servicer Remittance Date, the Trustee shall remit in immediately
available funds to the Securities Administrator such Advances that the Servicer
was required but failed to make for the related Distribution Date; provided that
the Trustee may conclusively rely upon any determination by the Servicer that an
Advance if made would be a Nonrecoverable Advance; provided, further, that the
Trustee is not obligated to make any Advance that the Trustee, in its good faith
business judgment, determines would constitute a Nonrecoverable Advance, such
determination to be evidenced by an Officer's Certificate of the Trustee
delivered to the Securities Administrator. So long as the Trustee has not
terminated all of the rights and obligations of the Servicer pursuant to Section
7.01(b) as a result of a Servicer Event of Termination pursuant to
7.01(a)(i)(A), the Servicer shall pay to the Trustee an amount equal to the
Advance made by the Trustee plus interest at an annual rate equal to Prime Rate,
adjusted as of the date of each change, plus two percentage points, but in no
event greater than the maximum amount permitted by applicable law, on any
Advances made by the Trustee. Such interest shall be solely an obligation of the
Servicer and shall not be payable or reimbursable from any assets of the Trust
Fund.

            Section 4.08 Tax Treatment of Cap Carryover Amounts, the
Supplemental Interest Trust and the Interest Rate Swap Agreement. The Trustee
shall treat the rights that each Class of LIBOR Certificates has to receive
payments of Cap Carryover Amounts and the obligation to pay Class IO Shortfalls
as rights and obligations under a limited recourse notional principal contract
between the Class CE Certificateholders and each such Class. Accordingly, (i)
each Class of LIBOR Certificates will be comprised of the following components:
(a) an Upper-Tier Regular Interest and (b) an interest in a notional principal
contract, and (ii) the Class CE Certificate will be comprised of the following
components: (a) two Class CE regular interests (the Class CE Interest and the
Class IO Interest), (b) ownership of the Excess Reserve Fund Account, subject to
an obligation to pay Cap Carryover Amounts, and (c) ownership of the
Supplemental Interest Trust and the Interest Rate Swap Agreement, subject to the
obligation to pay Cap Carryover Amounts and the right to receive Class IO
Shortfalls. The Trustee shall allocate the issue price for a Class of LIBOR
Certificates or the Class CE Certificates among the respective components for
purposes of determining the issue price of the Upper-Tier Regular Interest
component or the Class CE regular interests, respectively, based on information
received from the Depositor. Unless otherwise advised by the Depositor in
writing, for federal income tax purposes, the Trustee is hereby directed to
assign a value of zero to (i) the right of each Holder of a LIBOR Certificate to
receive the related Cap Carryover Amounts for purposes of allocating the
purchase price of an initial LIBOR Certificateholder between such rights and the
related Upper-Tier Regular Interest and (ii) the right of the Holders of the
Class CE Certificates to receive Class IO Shortfalls.

            Holders of LIBOR Certificates shall be treated as having agreed to
pay, on each Distribution Date, to the Holders of the Class CE Certificates an
aggregate amount equal to the excess, if any, of (i) Net Swap Payments and Swap
Termination Payments (other than any Swap Termination Payment resulting from a
Swap Provider Trigger Event) over (ii) the sum of amounts payable on the Class
CE Interest available for such payments and amounts payable on the Class IO
Interest (such excess, a "Class IO Shortfall"), first from interest and then
from principal distributable on the LIBOR Certificates. A Class IO Shortfall
payable from interest collections shall be allocated pro rata among such LIBOR
Certificates based on the amount of interest otherwise payable to such Class of
LIBOR Certificates, and a Class IO Shortfall payable from principal collections
shall be allocated in reverse sequential order beginning with the most
subordinate Class of LIBOR Certificates then Outstanding.

            Any payments of Class IO Shortfalls shall be treated solely for tax
purposes as having been received by the Holders of such Class of LIBOR
Certificates in respect of the Corresponding Upper-Tier Regular Interest and as
having been paid by such Holders to the Holders of the Class CE Certificates
through the Supplemental Interest Trust.

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. Each of the Class A-1, Class A-2,
Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class B-1, Class B-2, Class B-3, Class B-4, Class CE, Class P and Class R
Certificates shall be substantially in the forms annexed hereto as exhibits, and
shall, on original issue, be executed by the Securities Administrator and
authenticated and delivered by the Certificate Registrar to or upon the receipt
of a Written Order to Authenticate from the Depositor concurrently with the sale
and assignment to the Trustee of the Trust Fund. Each Class of LIBOR
Certificates (other than the Class B-4 Certificates) shall be initially
evidenced by one or more Certificates representing a Percentage Interest with a
minimum dollar denomination of $100,000 and integral multiples of $1 in excess
thereof. Each of the Class B-4 Certificates shall be initially evidenced by one
or more Certificates representing a Percentage Interest with a minimum dollar
denomination of $250,000 and integral multiples of $1 in excess thereof. The
Class CE and Class P Certificates are issuable only in minimum Percentage
Interests of 10% and incremental Percentage Interests of 1% in excess thereof.
The Class R Certificate is issuable only as a single certificate.

            The Certificates shall be executed on behalf of the Trust by manual
or facsimile signature on behalf of the Securities Administrator by a
Responsible Officer. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Securities Administrator shall bind the Trust,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such Certificate. No Certificate shall be
entitled to any benefit under this Agreement or be valid for any purpose, unless
such Certificate shall have been manually authenticated by the Certificate
Registrar substantially in the form provided for herein, and such authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. Subject to Section
5.02(c), the Certificates (other than the Class CE, Class P and Class R
Certificates) shall be Book-Entry Certificates. The Class CE, Class P and Class
R Certificates shall not be Book-Entry Certificates but shall be issued in fully
registered certificate form.

            Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust
Office of the Securities Administrator a Certificate Register in which, subject
to such reasonable regulations as it may prescribe, the Certificate Registrar
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Securities Administrator shall
initially serve as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Securities Administrator as Certificate Registrar shall be subject to the same
standards of care, limitations on liability and rights to indemnity as the
Securities Administrator, and the provisions of Sections 8.01, 8.02, 8.03, 8.04,
8.05, 8.14, 8.15 and 8.16 shall apply to the Certificate Registrar to the same
extent as they apply to the Securities Administrator. Any Certificate Registrar
appointed in accordance with this Section 5.02(a) may at any time resign by
giving at least 30 days' advance written notice of resignation to the Securities
Administrator, the Trustee, the Servicer and the Depositor, such resignation to
become effective upon appointment of a successor Certificate Registrar.

            Upon surrender for registration of transfer of any Certificate at
any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of the Residual
Certificates and the Class B-4, Class CE and Class P Certificates, upon
satisfaction of the conditions set forth below, the Securities Administrator on
behalf of the Trust shall execute and the Certificate Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same aggregate Percentage
Interest.

            At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall execute on behalf
of the Trust and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Securities Administrator or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Securities Administrator and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

            (b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
the Depository by, or on behalf of, the Depositor; or to, and deposited with the
Certificate Custodian, on behalf of the Depository, if directed to do so
pursuant to instructions from the Depository. Except as provided in paragraph
(c) below, the Book-Entry Certificates shall at all times remain registered in
the name of the Depository or its nominee and at all times: (i) registration of
such Certificates may not be transferred by the Securities Administrator except
to another Depository; (ii) the Depository shall maintain book-entry records
with respect to the Certificate Owners and with respect to ownership and
transfers of such Certificates; (iii) ownership and transfers of registration of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (v)
the Securities Administrator shall for all purposes deal with the Depository as
representative of the Certificate Owners of the Certificates for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; (vi)
the Securities Administrator may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and Persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners; and (vii) the
direct participants of the Depository shall have no rights under this Agreement
under or with respect to any of the Certificates held on their behalf by the
Depository, and the Depository may be treated by the Securities Administrator
and its agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.

            All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto
are hereby authorized to execute one or more letter of representations with the
Depository or take such other action as may be necessary or desirable to
register a Book-Entry Certificate to the Depository. In the event of any
conflict between the terms of any such letter of representation and this
Agreement, the terms of this Agreement shall control.

            (c) If the Depository advises the Securities Administrator in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and the Securities Administrator or the
Depositor is unable to locate a qualified successor and upon surrender to the
Certificate Registrar of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Securities Administrator shall, at the Trust's expense, execute on behalf of
the Trust and the Certificate Registrar shall authenticate definitive, fully
registered certificates (the "Definitive Certificates"). None of the Depositor
or the Securities Administrator shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates, the
Securities Administrator, the Certificate Registrar, the Servicer, the
Securities Administrator, any Paying Agent and the Depositor shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

            (d) Except with respect to a transfer of the Private Certificates
between or among the Depositor, the Seller, their affiliates or both, no
transfer, sale, pledge or other disposition of any Private Certificate shall be
made unless such disposition is exempt from the registration requirements of the
1933 Act, and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer, the Certificate
Registrar shall require the transferor to execute a transferor certificate (in
substantially the form attached hereto as Exhibit L) and the transferee to
execute an investment letter in substantially in the form attached hereto as
Exhibit J acceptable to and in form and substance reasonably satisfactory to the
Depositor and the Certificate Registrar certifying to the Depositor and the
Certificate Registrar the facts surrounding such transfer, which investment
letter shall not be an expense of the Certificate Registrar or the Depositor.
The transferor of a Private Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Certificate Registrar, the Trustee, the
Securities Administrator and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws. For purposes of this Section 5.02(d) the representations
required in any transferor certificate (in substantially the form attached
hereto as Exhibit L) and any investment letter (substantially in the form of
Exhibit J hereto) shall be deemed to have been made in connection with the
transfer of any Private Certificate that is a Book-Entry Certificate.

            No transfer of an ERISA Restricted Certificate shall be made unless
the Certificate Registrar shall have received a representation from the
transferee of such Certificate substantially in the form of Exhibit I to the
effect that such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA, a plan subject to Section 4975 of the Code or a
plan subject to any Federal, state or local law ("Similar Law") materially
similar to the foregoing provisions of ERISA or the Code, nor a Person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement (collectively, a "Plan") to effect such transfer. Notwithstanding
anything else to the contrary herein, any purported transfer of an ERISA
Restricted Certificate to a transferee that does not make the representation
above shall be void and of no effect.

            The ERISA Restricted Certificates may not be sold to any employee
benefit plan subject to Title I of ERISA, any plan subject to Section 4975 of
the Code, or any plan subject to any Similar Law or any Person investing on
behalf of or with plan assets of such Plan.

            To the extent permitted under applicable law (including, but not
limited to, ERISA), the Certificate Registrar shall be under no liability to any
Person for any registration of transfer of any ERISA Restricted Certificate that
is in fact not permitted by this Section 5.02(d) or for making any payments due
on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
transfer was registered by the Certificate Registrar in accordance with the
foregoing requirements.

            As long as the Interest Rate Swap Agreement is in effect, each
beneficial owner of a Certificate (other than an ERISA Restricted Certificate),
or any interest therein, shall be deemed to have represented that either (i) it
is not a Plan or (ii) the acquisition and holding of the Certificate are
eligible for the exemptive relief available under at least one of the
Investor-Based Exemptions.

            Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale, and the rights of each Person acquiring any
Ownership Interest in the Class R Certificate are expressly subject to the
following provisions:

            (i) Each Person holding or acquiring any Ownership Interest in the
      Class R Certificate shall be a Permitted Transferee and shall promptly
      notify the Certificate Registrar of any change or impending change in its
      status as a Permitted Transferee.

            (ii) No Person shall acquire an Ownership Interest in the Class R
      Certificate unless such Ownership Interest is a pro rata undivided
      interest.

            (iii) In connection with any proposed transfer of any Ownership
      Interest in the Class R Certificate, the Certificate Registrar shall as a
      condition to registration of the transfer, require delivery to it, in form
      and substance satisfactory to it, of each of the following:

            A. an affidavit in the form of Exhibit K hereto from the proposed
            transferee to the effect that, among other things, such transferee
            is a Permitted Transferee and that it is not acquiring its Ownership
            Interest in the Class R Certificate that is the subject of the
            proposed transfer as a nominee, trustee or agent for any Person who
            is not a Permitted Transferee; and

            B. a covenant of the proposed transferee to the effect that the
            proposed transferee agrees to be bound by and to abide by the
            transfer restrictions applicable to the Class R Certificate.

            (iv) Any attempted or purported transfer of any Ownership Interest
      in the Class R Certificate in violation of the provisions of this Section
      shall be absolutely null and void and shall vest no rights in the
      purported transferee. If any purported transferee shall, in violation of
      the provisions of this Section, become the Holder of the Class R
      Certificate, then the prior Holder of such Class R Certificate that is a
      Permitted Transferee shall, upon discovery that the registration of
      transfer of such Class R Certificate was not in fact permitted by this
      Section, be restored to all rights as Holder thereof retroactive to the
      date of registration of transfer of such Class R Certificate. The
      Certificate Registrar shall be under no liability to any Person for any
      registration of transfer of the Class R Certificate that is in fact not
      permitted by this Section or for making any distributions due on such
      Class R Certificate to the Holder thereof or taking any other action with
      respect to such Holder under the provisions of this Agreement so long as
      the Certificate Registrar received the documents specified in clause
      (iii). The Securities Administrator shall be entitled to recover from any
      Holder of the Class R Certificate that was in fact not a Permitted
      Transferee at the time such distributions were made all distributions made
      on such Class R Certificate. Any such distributions so recovered by the
      Securities Administrator shall be distributed and delivered by the
      Securities Administrator to the prior Holder of such Class R Certificate
      that is a Permitted Transferee.

            (v) If any Person other than a Permitted Transferee acquires any
      Ownership Interest in the Class R Certificate in violation of the
      restrictions in this Section, then the Certificate Registrar shall have
      the right but not the obligation, without notice to the Holder of the
      Class R Certificate or any other Person having an Ownership Interest
      therein, to notify the Depositor to arrange for the sale of the Class R
      Certificate. The proceeds of such sale, net of commissions (which may
      include commissions payable to the Depositor or its affiliates in
      connection with such sale), expenses and taxes due, if any, will be
      remitted by the Securities Administrator to the previous Holder of the
      Class R Certificate that is a Permitted Transferee, except that in the
      event that the Securities Administrator determines that the Holder of the
      Class R Certificate may be liable for any amount due under this Section or
      any other provisions of this Agreement, the Securities Administrator may
      withhold a corresponding amount from such remittance as security for such
      claim. The terms and conditions of any sale under this clause (v) shall be
      determined in the sole discretion of the Securities Administrator and it
      shall not be liable to any Person having an Ownership Interest in the
      Class R Certificate as a result of its exercise of such discretion.

            (vi) If any Person other than a Permitted Transferee acquires any
      Ownership Interest in the Class R Certificate in violation of the
      restrictions in this Section, then the Securities Administrator will
      provide to the Internal Revenue Service, and to the persons specified in
      Sections 860E(e)(3) and (6) of the Code, information needed to compute the
      tax imposed under Section 860E(e)(5) of the Code on transfers of residual
      interests to disqualified organizations. The Securities Administrator
      shall be entitled to reasonable compensation for providing such
      information from the person to whom it is provided.

            The foregoing provisions of this Section shall cease to apply to
transfers occurring on or after the date on which there shall have been
delivered to the Certificate Registrar, in form and substance satisfactory to
the Certificate Registrar, (i) written notification from each Rating Agency that
the removal of the restrictions on transfer set forth in this Section will not
cause such Rating Agency to downgrade its rating of the Certificates and (ii) an
Opinion of Counsel to the effect that such removal will not cause any Trust
REMIC to fail to qualify as a REMIC.

            (e) Each ERISA Restricted Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and
all appropriate attachments) or W-9 in form satisfactory to the Securities
Administrator, duly executed by the Certificateholder or his attorney duly
authorized in writing (with copies directly (other than with respect to a
Residual Certificate) to the Swap Provider and the Cap Provider). The Securities
Administrator shall forward any such IRS Form (other than with respect to a
Residual Certificate) received to the Swap Provider or Cap Provider upon its
request, to the extent the Swap Provider and the Cap Provider have not, based
solely on the good faith representation of the Swap Provider and the Cap
Provider, received such IRS Form directly from the Certificateholder. Each ERISA
Restricted Certificateholder by its purchase of a Certificate is deemed to
consent to any such IRS Form being so forwarded. Upon the request of the Swap
Provider and the Cap Provider, the Securities Administrator shall be required to
forward any tax certification received by it to the Swap Provider and Cap
Provider at the last known address provided to it, and, subject to Section 8.01,
shall not be liable for the receipt of such tax certification by the Swap
Provider or Cap Provider, nor any action taken or not taken by the Swap Provider
or Cap Provider with respect to such tax certification. Upon the request of the
Swap Provider, the Securities Administrator shall forward the name and address
and Percentage Interest held in the ERISA Restricted Certificates for each ERISA
Restricted Certificateholder to the Swap Provider and the Cap Provider at the
last known address provided to it. The Securities Administrator shall have no
duty to take any action to correct any misstatement or omission in any tax
certification provided to it and forwarded to the Swap Provider and Cap
Provider; provided however, if a Responsible Officer of the Securities
Administrator has actual knowledge that a tax certificate or name and address
information provided to it by a ERISA Restricted Certificateholder contains a
misstatement or omission (including by reason of the Swap Provider or the Cap
Provider informing it of the misstatement or omission), it shall notify the Swap
Provider of the misstatement or omission, and when it receives a corrected form
or name and address information from the Holder of the ERISA Restricted
Certificate it shall forward the corrected form and/or name and address
information to the Swap Provider and the Cap Provider.

            (f) No service charge shall be made for any registration of transfer
or exchange of Certificates of any Class, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            All Certificates surrendered for registration of transfer or
exchange shall be cancelled by the Certificate Registrar and disposed of
pursuant to its standard procedures.

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Securities
Administrator, the Trustee, the Depositor and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Securities Administrator or the
Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Securities Administrator shall execute on behalf of the Trust,
and the Certificate Registrar shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Securities Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Securities Administrator and
the Certificate Registrar) in connection therewith. Any duplicate Certificate
issued pursuant to this Section, shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

            Section 5.04 Persons Deemed Owners. The Servicer, the Depositor, the
Trustee, the Securities Administrator, the Certificate Registrar, any Paying
Agent and any agent of the Servicer, the Depositor, the Securities
Administrator, the Trustee, the Certificate Registrar or any Paying Agent may
treat the Person, including a Depository, in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and 4.02 and for all other purposes
whatsoever, and none of the Servicer, the Trust, the Trustee, the Securities
Administrator nor any agent of any of them shall be affected by notice to the
contrary.

            Section 5.05 Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Distribution Account pursuant
to Section 4.01 and 4.02 and shall report the amounts of such distributions to
the Securities Administrator. The duties of the Paying Agent may include the
obligation to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall at
all times be an entity duly incorporated and validly existing under the laws of
the United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Securities
Administrator. The Securities Administrator may appoint a successor to act as
Paying Agent, which appointment shall be reasonably satisfactory to the
Depositor and the Rating Agencies. The Securities Administrator as Paying Agent
shall be subject to the same standards of care, limitations on liability and
rights to indemnity as the Securities Administrator, and the provisions of
Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall apply to the
Paying Agent to the same extent as they apply to the Securities Administrator.
Any Paying Agent appointed in accordance with this Section 5.05 may at any time
resign by giving at least 30 days' advance written notice of resignation to the
Trustee, the Securities Administrator, the Servicer and the Depositor, such
resignation to become effective upon appointment of a successor Paying Agent. If
Wells Fargo Bank is no longer acting as Securities Administrator, the successor
securities administrator shall pay, from its own funds, the compensation of any
Paying Agent other than Wells Fargo Bank.

            The Trustee shall cause any Paying Agent that is not the Securities
Administrator or HSBC Bank USA, National Association to execute and deliver to
the Trustee an instrument (a "Paying Agent Agreement") in which such Paying
Agent agrees with the Trustee that such Paying Agent shall (i) hold all amounts
remitted to it by the Securities Administrator for distribution to
Certificateholders in trust for the benefit of Certificateholders until such
amounts are distributed to Certificateholders or otherwise disposed of as herein
provided; (ii) give the Depositor notice of any default by the Securities
Administrator in remitting any required amount; (iii) at any time during the
continuance of any such default, upon the written request of the Depositor,
forthwith pay to the Depositor all amounts held in trust by such Paying Agent;
and (iv) provide to the Securities Administrator the assessment of compliance
and accountants report provided for in Section 3.20 with respect to the
Servicing Criteria set forth in Item 1122(d) of Regulation AB applicable to the
duties of the Paying Agent.

                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

            Section 6.01 Liability of the Servicer and the Depositor. The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Servicer herein. The
Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Depositor.

            Section 6.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or the Depositor. Any entity into which the
Servicer or the Depositor may be merged or consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Servicer or the
Depositor shall be a party, or any organization succeeding to the business of
the Servicer or the Depositor through the transfer of substantially all of its
assets or all assets relating to such business, or otherwise, shall be the
successor of the Servicer or the Depositor, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that (a) the successor servicer shall satisfy all the
requirements of Section 7.02 with respect to the qualifications of a successor
servicer and (b) the Servicer and such successor or surviving Person shall
notify the Depositor and the Trustee of any such merger, conversion or
consolidation at least two Business Days prior to the effective date thereof
(unless giving such prior notice would be prohibited by applicable law or by a
confidentiality agreement, in which case notice shall be given by 12 noon
eastern time one Business Day after such merger or consolidation).

            Section 6.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors or officers or employees or agents
of the Servicer shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of any
action by the Servicer in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or gross negligence in
the performance of duties of the Servicer or by reason of its reckless disregard
of its obligations and duties of the Servicer hereunder. The Servicer and any
director or officer or employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer and any director
or officer or employee or agent of the Servicer shall be indemnified by the
Trust and held harmless against any loss, liability or expense incurred in
connection with the performance of its duties and obligations and any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of its willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder. The Servicer may undertake any such action
which it may deem necessary or desirable in respect of this Agreement, and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the reasonable legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust and the Servicer shall be entitled to be
reimbursed therefor pursuant to Section 3.05. The Servicer's right to indemnity
or reimbursement pursuant to this Section shall survive any resignation or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any
losses, expenses, costs or liabilities arising prior to such resignation or
termination (or arising from events that occurred prior to such resignation or
termination). This paragraph shall apply to the Servicer solely in its capacity
as Servicer hereunder and in no other capacities.

            Section 6.04 Servicer Not to Resign. Subject to the provisions of
Section 7.01 and Section 6.02, the Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) upon determination that
the performance of its obligations or duties hereunder are no longer permissible
under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it or its subsidiaries or Affiliates,
the other activities of the Servicer so causing such a conflict being of a type
and nature carried on by the Servicer or its subsidiaries or Affiliates at the
date of this Agreement or (ii) upon satisfaction of the following conditions:
(a) the Servicer has proposed a successor servicer to the Trustee and the
Securities Administrator in writing and such proposed successor servicer is
reasonably acceptable to the Trustee and the Securities Administrator and the
proposed successor executes and delivers to the Trustee and the Securities
Administrator an agreement, in form and substance reasonably satisfactory to the
Trustee and the Securities Administrator, which contains an assumption by such
successor servicer of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Servicer under this
Agreement from and after the date of such agreement; and (b) each Rating Agency
shall have delivered a letter to the Trustee and the Securities Administrator
prior to the appointment of the successor servicer stating that the proposed
appointment of such successor servicer as Servicer hereunder will not result in
the reduction or withdrawal of the then current rating of the LIBOR Certificates
or the ratings that are in effect; provided, however, that no such resignation
by the Servicer shall become effective until such successor servicer or, in the
case of (i) above, the Trustee shall have assumed the Servicer's
responsibilities and obligations hereunder or the Trustee shall have designated
a successor servicer in accordance with Section 7.02. Any such resignation shall
not relieve the Servicer of responsibility for any of the obligations specified
in Sections 7.01 and 7.02 as obligations that survive the resignation or
termination of the Servicer. Any such determination permitting the resignation
of the Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee and the Securities Administrator.

            Section 6.05 Delegation of Duties.(a) (a) In the ordinary course of
business, the Servicer at any time may delegate any of its duties hereunder to
any Person, including any of its Affiliates, who agrees to conduct such duties
in accordance with standards comparable to those set forth in Section 3.01. Such
delegation shall not relieve the Servicer of its liabilities and
responsibilities with respect to such duties and shall not constitute a
resignation within the meaning of Section 6.04. The Servicer shall provide the
Trustee and the Rating Agencies with 60 days written notice prior to the
delegation of any of its duties to any Person other than any of the Servicer's
Affiliates or their respective successors and assigns.

            (b) Notwithstanding anything contained herein to the contrary, to
the extent the Servicer engages any affiliate or third party vendor, in
connection with the performance of any of its duties under this Agreement, the
Servicer shall immediately notify the Depositor in writing of such engagement;
provided however, that prior to engaging any affiliate or third party vendor in
connection with the performance of any of its duties under this Agreement, the
Servicer shall determine (i) if such affiliates or third party vendors would be
a Servicing Function Participant and (ii) if such affiliate or third party
vendor would be a "servicer" within the meaning of Item 1101 of Regulation AB
(an "Additional Servicer") and meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB. If the Servicer has determined that such affiliates or
third party vendors are a Servicing Function Participant, the Servicer shall
cause such Servicing Function Participant to prepare and deliver to the
Securities Administrator a separate assessment and attestation report, as
contemplated by Section 3.20 of this Agreement. In addition, if the Servicer has
determined that any such affiliate or third party vendor would be an Additional
Servicer and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of
Regulation AB, the Servicer shall cause such Additional Servicer to prepare and
deliver to the Securities Administrator a separate compliance statement as
contemplated by Section 3.19 of this Agreement. In addition, if the Servicer
determines any such affiliate or third party vendor would be a "servicer" within
the meaning of Item 1101 of Regulation AB, the Servicer shall not engage such
affiliate or third party vendor unless it provides the Securities Administrator
and the Depositor the information required by Section 1108(b) and 1108(c) of
Regulation AB prior to such engagement.

            In the event of any assignment of rights or delegation of duties of
the Servicer, the Securities Administrator shall report such event on Form 8-K
within four Business Days after the effective date thereof provided that the
Servicer provides notice of such occurrence to the Securities Administrator
within 2 days of such effective date.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Servicer Events of Termination. (a) If any one of the
following events ("Servicer Events of Termination") shall occur and be
continuing:

            (i) (A) The failure by the Servicer to make any Advance, Servicing
      Advance or to pay Compensating Interest and such failure described in this
      clause (A) continues unremedied until 1:00 p.m. New York City time on the
      Business Day immediately following the Distribution Date following such
      failure; or

                (B) any other failure by the Servicer to deposit in the
      Collection Account or Distribution Account any deposit required to be made
      under the terms of this Agreement, which failure described in this clause
      (B) continues unremedied for a period of three Business Days after the
      first date on which written notice of such failure is given to the
      Servicer;

            (ii) any failure on the part of the Servicer to observe or perform
      in any material respect any of its covenants or agreements under Sections
      3.19, 3.20 or 3.28 hereof, subject to any cure period set forth in such
      sections;

            (iii) The failure by the Servicer duly to observe or perform, in any
      material respect, any other covenants, obligations or agreements (other
      than any covenants or agreements of the Servicer under Sections 3.19, 3.20
      or 3.28) of the Servicer as set forth in this Agreement, which failure
      continues unremedied for a period of 60 days, after the date (A) on which
      written notice of such failure, requiring the same to be remedied, shall
      have been given to the Servicer by the Trustee, the Securities
      Administrator or by any Holder of a Certificate (other than a Residual
      Certificate) evidencing at least 25% of the Voting Interests or (B) actual
      knowledge of such failure by a Servicing Officer of the Servicer; or

            (iv) The entry against the Servicer of a decree or order by a court
      or agency or supervisory authority having jurisdiction in the premises for
      the appointment of a trustee, conservator, receiver or liquidator in any
      insolvency, conservatorship, receivership, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings, or for the
      winding up or liquidation of its affairs, and the continuance of any such
      decree or order unstayed and in effect for a period of 60 days; or

            (v) The Servicer shall voluntarily go into liquidation, consent to
      the appointment of a conservator or receiver or liquidator or similar
      person in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Servicer or of or
      relating to all or substantially all of its property; or a decree or order
      of a court or agency or supervisory authority having jurisdiction in the
      premises for the appointment of a conservator, receiver, liquidator or
      similar person in any insolvency, readjustment of debt, marshalling of
      assets and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Servicer
      and such decree or order shall have remained in force undischarged,
      unbonded or unstayed for a period of 60 days; or the Servicer shall admit
      in writing its inability to pay its debts generally as they become due,
      file a petition to take advantage of any applicable insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors or voluntarily suspend payment of its obligations; or

            (vi) the Servicer and any Subservicer appointed by it becoming
      ineligible to service for both Fannie Mae and Freddie Mac (unless remedied
      within 90 days).

            (b) Then, and in each and every such case, so long as a Servicer
Event of Termination shall not have been remedied within the applicable grace
period, (x) with respect solely to clause (i)(A) above, if such Advance is not
made by 1:00 p.m. New York City time on the Business Day immediately following
the Distribution Date, the Trustee may terminate all of the rights and
obligations of the Servicer under this Agreement and the Trustee shall assume
upon such termination (or, pursuant to Section 4.07(e), prior to such
termination in the case of the obligation to make Advances), the duties of a
successor servicer pursuant to Section 7.02 (including, but not limited to, the
duty to make Advances required pursuant to this Agreement) and (y) in the case
of (i)(B), (iii), (iv), (v) and (vi) above, the Trustee shall, at the direction
of the Holders of each Class of LIBOR Certificates and the Class CE Certificates
evidencing Voting Interests aggregating not less than 66 2/3%, by notice then
given in writing to the Servicer (and to the Trustee if given by Holders of
Certificates), terminate all of the rights and obligations of the Servicer as
servicer under this Agreement. Any such notice to the Servicer shall also be
given to the Securities Administrator, each Rating Agency, the Depositor and the
Swap Provider. On or after the receipt by the Servicer (and by the Trustee if
such notice is given by the Holders) of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section or successor servicer appointed
in connection with Section 7.02; and, without limitation, the Trustee or
successor servicer is hereby authorized and empowered to execute and deliver, on
behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement of each Mortgage Loan and
Related Documents or otherwise. The Servicer agrees to cooperate with the
Trustee (or the applicable successor servicer) in effecting the termination of
the responsibilities and rights of the Servicer hereunder, including, without
limitation, the delivery to the Trustee (or the applicable successor servicer)
of all documents and records requested by it to enable it to assume the
Servicer's functions under this Agreement within twenty Business Days subsequent
to such notice, the transfer within two Business Days subsequent to such notice
to the Trustee (or the applicable successor servicer) for the administration by
it of all cash amounts that shall at the time be held by the Servicer and to be
deposited by it in the Collection Account, the Distribution Account or any
Escrow Account or that have been deposited by the Servicer in such accounts or
thereafter received by the Servicer with respect to the Mortgage Loans or any
REO Property received by the Servicer. All reasonable out-of-pocket costs and
expenses (including attorneys' fees) incurred in connection with transferring
the servicing to the successor servicer and amending this Agreement to reflect
such succession as Servicer pursuant to this Section shall be paid by the
predecessor servicer (or if the predecessor servicer is the Trustee, the initial
servicer) upon presentation of reasonable documentation of such costs and
expenses, and if such predecessor Servicer defaults in its obligation to pay
such costs, such costs shall be paid by the successor Servicer or the Trustee
(in which case the successor Servicer or the Trustee shall be entitled to
reimbursement therefor from funds in the Collection Account).

            Notwithstanding any termination of the activities of a Servicer
hereunder, the Servicer shall be entitled to receive payment of all accrued and
unpaid Servicing Fees and reimbursement for all outstanding Advances and
Servicing Advances properly made prior to the date of termination.

            Section 7.02 Trustee to Act; Appointment of Successor. (a) Within 90
days of the time the Servicer (and the Trustee, if notice is sent by the
Holders) receives a notice of termination pursuant to Section 7.01 or 6.04, the
Trustee (or such other successor servicer as is approved in accordance with this
Agreement) shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof arising on and after its succession. As compensation therefor, the
Trustee (or such other successor servicer) shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Trustee is unwilling to act as successor servicer or (ii) if the Trustee is
legally unable so to act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of any
such successor servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates or the ratings that are
in effect by the Rating Agencies as evidenced by a letter to such effect from
the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the successor shall be entitled to receive
compensation out of payments on Mortgage Loans in an amount equal to the
compensation which the Servicer would otherwise have received pursuant to
Section 3.18 (or such other compensation as the Trustee and such successor shall
agree, not to exceed the Servicing Fee). The appointment of a successor servicer
shall not affect any liability of the predecessor servicer which may have arisen
under this Agreement prior to its termination as Servicer to pay any deductible
under an insurance policy pursuant to Section 3.11 or to indemnify the parties
indicated in Section 3.24 pursuant to the terms thereof, nor shall any successor
servicer be liable for any acts or omissions of the predecessor servicer or for
any breach by such servicer of any of its representations or warranties
contained herein or in any related document or agreement. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

            The predecessor Servicer and successor Servicer shall notify the
Securities Administrator, Depositor and Trustee of any such appointment at least
two Business Days prior to the effective date thereof and shall provide the
Securities Administrator, the Depositor and the Trustee with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment and the
Securities Administrator shall report such event on Form 8-K within four
business days of the occurrence of such event.

            (b) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer continue to service
and administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
Fidelity Bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.12.

            Section 7.03 Waiver of Defaults. The Holders of Certificates
entitled to at least 66 2/3% of the Voting Interests allocated to the Classes of
Certificates affected by a Servicer Event of Termination may, on behalf of all
Certificateholders, waive any events permitting removal of the Servicer as
servicer pursuant to this Article VII, provided, however, that such Holders may
not waive a default in making a required distribution on a Certificate without
the consent of the Holder of such Certificate. Upon any waiver of a past
default, such default shall cease to exist and any Servicer Event of Termination
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Trustee to the Securities
Administrator and the Rating Agencies.

            Section 7.04 Notification to Certificateholders. (a) On any
termination or appointment of a successor to the Servicer pursuant to this
Article VII or Section 6.04, the Trustee shall give prompt written notice
thereof to the Securities Administrator and the Certificateholders at their
respective addresses appearing in the Certificate Register and each Rating
Agency.

            (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee
shall transmit by mail to the Securities Administrator and all
Certificateholders notice of such occurrence unless such default or Servicer
Event of Termination shall have been waived or cured. Such notice shall be given
to the Rating Agencies promptly after any such occurrence.

            Section 7.05 Survival of Servicer Liabilities. Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder, any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.

                                  ARTICLE VIII

                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            Section 8.01 Duties of Trustee and Securities Administrator. The
Trustee, prior to the occurrence of a Servicer Event of Termination of which a
Responsible Officer of the Trustee shall have actual knowledge and after the
curing of all Servicer Events of Termination which may have occurred, and the
Securities Administrator, each undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Trustee
and the Securities Administrator, respectively. If a Servicer Event of
Termination has occurred (which has not been cured), of which a Responsible
Officer of the Trustee has knowledge, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

            Upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee and the
Securities Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement, the Trustee and the Securities
Administrator shall examine them to determine whether they conform to the
requirements of this Agreement; provided, however, that neither the Trustee or
the Securities Administrator shall be responsible for the accuracy or content of
any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Servicer, the Seller or the Depositor
hereunder. If any such instrument is found not to conform in any material
respect to the requirements of this Agreement, the Trustee shall notify the
Certificateholders of such instrument in the event that the Trustee, after so
requesting, does not receive a satisfactorily corrected instrument.

            Any good faith interpretation of the Securities Administrator of any
provisions of this Agreement relating to the distributions to be made on or the
allocation of any losses to the Certificates which the Securities Administrator
concludes are ambiguous or unclear shall be binding on Certificateholders.

            No provision of this Agreement shall be construed to relieve the
Trustee and the Securities Administrator from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:

            (i) prior to the occurrence of a Servicer Event of Termination of
      which a Responsible Officer of the Trustee or Securities Administrator, as
      applicable, has actual knowledge, and after the curing of all such
      Servicer Events of Termination which may have occurred, the duties and
      obligations of the Trustee and the Securities Administrator shall be
      determined solely by the express provisions of this Agreement, neither the
      Trustee nor the Securities Administrator shall be liable except for the
      performance of such duties and obligations as are specifically set forth
      in this Agreement, no implied covenants or obligations shall be read into
      this Agreement against the Trustee and the Securities Administrator and,
      in the absence of bad faith on the part of the Trustee or the Securities
      Administrator, the Trustee or the Securities Administrator, as the case
      may be, may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or
      opinions furnished to the Trustee or the Securities Administrator and
      conforming to the requirements of this Agreement;

            (ii) neither the Trustee nor the Securities Administrator shall be
      personally liable for an error of judgment made in good faith by a
      Responsible Officer of the Trustee or the Securities Administrator, unless
      it shall be proved that the Trustee or the Securities Administrator,
      respectively, was negligent in ascertaining or investigating the facts
      related thereto;

            (iii) neither the Trustee nor the Securities Administrator shall be
      personally liable with respect to any action taken, suffered or omitted to
      be taken by it in good faith in accordance with the direction of the
      Majority Certificateholders relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee or the
      Securities Administrator or exercising or omitting to exercise any trust
      or power conferred upon the Trustee or the Securities Administrator under
      this Agreement; and

            (iv) neither the Trustee nor the Securities Administrator shall be
      charged with knowledge of any failure by the Servicer to comply with the
      obligations of the Servicer referred to in clauses (i) and (ii) of Section
      7.01(a) or any Servicer Event of Termination unless a Responsible Officer
      of the Trustee or the Securities Administrator obtains actual knowledge of
      such failure or the Trustee or the Securities Administrator receives
      written notice of such failure from the Servicer or the Majority
      Certificateholders.

            Neither the Trustee nor the Securities Administrator shall be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it, and none of the provisions contained in this
Agreement shall in any event require the Trustee or the Securities Administrator
to perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under this Agreement, except during such time, if
any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the terms of
this Agreement.

            Section 8.02 Certain Matters Affecting the Trustee and the
Securities Administrator. (a) Except as otherwise provided in Section 8.01:

            (i) the Trustee and the Securities Administrator may request and
      rely upon, and shall be protected in acting or refraining from acting
      upon, any resolution, Officer's Certificate, certificate of auditors or
      any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document
      reasonably believed by it to be genuine and to have been signed or
      presented by the proper party or parties;

            (ii) the Trustee and the Securities Administrator may consult with
      counsel and any advice or Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice
      or Opinion of Counsel;

            (iii) neither the Trustee nor the Securities Administrator shall be
      under any obligation to exercise any of the rights or powers vested in it
      by this Agreement, or to institute, conduct or defend any litigation
      hereunder or in relation hereto, at the request, order or direction of the
      Certificateholders pursuant to the provisions of this Agreement, unless
      such Certificateholders shall have offered to the Trustee or the
      Securities Administrator, as the case may be, reasonable security or
      indemnity against the costs, expenses and liabilities which may be
      incurred therein or thereby; the right of the Trustee or the Securities
      Administrator, as the case may be, to perform any discretionary act
      enumerated in this Agreement shall not be construed as a duty, and neither
      the Trustee nor the Securities Administrator shall be answerable for other
      than its negligence or willful misconduct in the performance of any such
      act;

            (iv) neither the Trustee nor the Securities Administrator shall be
      personally liable for any action taken, suffered or omitted by it in good
      faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Agreement;

            (v) prior to the occurrence of a Servicer Event of Termination of
      which a Responsible Officer of the Trustee or Securities Administrator, as
      applicable, has actual knowledge, and after the curing of all Servicer
      Events of Termination which may have occurred, neither the Trustee nor the
      Securities Administrator shall be bound to make any investigation into the
      facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond or other paper or documents, unless requested in writing to do so by
      the Majority Certificateholders; provided, however, that if the payment
      within a reasonable time to the Trustee or the Securities Administrator of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee or the
      Securities Administrator, not reasonably assured to the Trustee or the
      Securities Administrator by the security afforded to it by the terms of
      this Agreement, the Trustee and the Securities Administrator may require
      indemnity satisfactory to the Trustee or the Securities Administrator, as
      applicable, against such cost, expense or liability as a condition to such
      proceeding. The reasonable expense of every such examination shall be paid
      by the Servicer or, if paid by the Trustee or the Securities
      Administrator, shall be reimbursed by the Servicer upon demand from the
      Servicer's own funds. Nothing in this clause (v) shall derogate from the
      obligation of the Servicer to observe any applicable law prohibiting
      disclosure of information regarding the Mortgagors;

            (vi) neither the Trustee nor the Securities Administrator shall be
      accountable, have any liability or make any representation as to any acts
      or omissions hereunder of the Servicer until such time as the Trustee may
      be required to act as Servicer pursuant to Section 7.02;

            (vii) each of the Trustee and the Securities Administrator may
      execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys or a
      custodian and neither the Trustee nor the Securities Administrator shall
      be responsible for any misconduct or negligence on the part of any such
      agent, attorney or custodian appointed by it with due care; and

            (viii) the right of the Trustee or the Securities Administrator to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and neither the Trustee nor the Securities
      Administrator shall be answerable for other than its negligence or willful
      misconduct in the performance of such act.

            (ix) neither Trustee nor the Securities Administrator shall be
      required to give any bond or surety in respect of the execution of the
      Trust Fund created hereby or the powers granted hereunder.

            Section 8.03 Trustee and Securities Administrator Not Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates shall be taken as the statements of the Depositor, and neither the
Trustee nor the Securities Administrator assumes any responsibility for the
correctness of the same. Neither the Trustee nor the Securities Administrator
makes any representations as to the validity or sufficiency of this Agreement or
of the Certificates (other than (i) the signature and authentication of the
Securities Administrator on the Certificates, in the case of the Securities
Administrator and (ii) the authentication of the Securities Administrator,
acting as Certificate Registrar, on the Certificates, in the case of the
Securities Administrator) or of any Mortgage Loan or Related Document. Neither
the Trustee nor the Securities Administrator shall be accountable for the use or
application by the Servicer, or for the use or application of any funds paid to
the Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the Collection Account by the Servicer. Neither the Trustee nor the Securities
Administrator shall at any time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than the Trustee's
responsibility if the Trustee shall assume the duties of the Servicer pursuant
to Section 7.02); the validity of the assignment of any Mortgage Loan to the
Trustee or of any intervening assignment; the completeness of any Mortgage Loan;
the performance or enforcement of any Mortgage Loan (other than the Trustee's
responsibility if the Trustee shall assume the duties of the Servicer pursuant
to Section 7.02); the compliance by the Depositor or the Servicer with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation (except, in the case of
the Trustee, after receipt of notice of any non-compliance therewith or any
breach thereof); any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Servicer (other than the Trustee's
responsibility if the Trustee shall assume the duties of the Servicer pursuant
to Section 7.02), or any Mortgagor; any action of the Servicer (other than the
Trustee's responsibility if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02), taken in the name of the Trust; the failure of the
Servicer to act or perform any duties required of it as agent of the Trust
hereunder (other than the Trustee's responsibility if the Trustee shall assume
the duties of the Servicer pursuant to Section 7.02); or any action by the
Trustee or the Securities Administrator taken at the instruction of the Servicer
(other than the Trustee's responsibility if the Trustee shall assume the duties
of the Servicer pursuant to Section 7.02); provided, however, that the foregoing
shall not relieve the Trustee and the Securities Administrator of their
obligation to perform their respective duties under this Agreement. The Trustee
shall have no responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder.

            Section 8.04 Trustee and Securities Administrator May Own
Certificates. Each of the Trustee and the Securities Administrator in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee or Securities
Administrator and may transact any banking and trust business or otherwise deal
with the Servicer, the Depositor or their Affiliates.

            Section 8.05 Trustee and Securities Administrator Fees and Expenses.
The Securities Administrator shall be entitled to the investment income on funds
on deposit in the Distribution Account as set forth in Section 3.23. This shall
constitute compensation to the Securities Administrator for its activities
hereunder. The fees and expenses of the Trustee shall be paid by the Securities
Administrator, without reimbursement from the Trust Fund, in accordance with a
side letter agreement between the Trustee and the Securities Administrator. The
Trust shall reimburse the Trustee and the Securities Administrator for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or the Securities Administrator in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
except any such expense, disbursement or advance as may arise from its gross
negligence or bad faith or which is the responsibility of the Trustee or
Securities Administrator hereunder or that does not constitute an "unanticipated
expense" of a REMIC within the meaning of Treasury Regulation Section
1.860G(b)(3)(ii). In addition, the Trustee, the Securities Administrator and
their respective officers, directors, employees and agents shall be indemnified
by the Trust from, and held harmless against, any and all losses, liabilities,
damages, claims or expenses incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense (i) that constitutes a specific liability of the Trustee or the
Securities Administrator, as applicable, under this Agreement, (ii) incurred by
reason of willful misfeasance, bad faith or gross negligence of the Trustee or
Securities Administrator, as applicable, in the performance of its respective
duties hereunder or by reason of the Trustee's or the Securities
Administrator's, as the case may be, reckless disregard of its obligations and
duties hereunder or (iii) that does not constitute an "unanticipated expense" of
a REMIC within the meaning of Treasury Regulation Section 1.860G(b)(3)(ii). The
Trustee and its officers, directors, employees and agents shall be indemnified
by the Trust from, and held harmless against, any and all losses, liabilities,
damages, claims or expenses, including reasonable attorneys' fees, that may be
imposed on, incurred by or asserted against the Custodian in any way related to
or arising out of the Custodial Agreement or any action taken or not taken by
the Custodian and which the Trustee had paid to the Custodian pursuant to the
terms of the Custodial Agreement, other than any loss, liability or expense (i)
that constitutes a specific liability of the Custodian under the Custodial
Agreement or (ii) or incurred by reason of willful misfeasance, bad faith or
negligence of the Custodian in the performance of its duties under the Custodial
Agreement or by reason of the Custodian's reckless disregard of its obligations
under the Custodial Agreement. Subject to the provisions of this Article VIII,
the Trustee and its officers, directors, employees and agents shall be
indemnified by the Securities Administrator from, and held harmless against, any
and all losses, liabilities, damages, claims or expenses incurred by the Trustee
in connection with or arising out of the willful misfeasance, bad faith or
negligence of the Securities Administrator in the performance of its duties
under this Agreement. This Section shall survive termination of this Agreement
or the resignation or removal of any Trustee or Securities Administrator
hereunder and payment of the Certificates.

            Section 8.06 Eligibility Requirements for Trustee and Securities
Administrator. Each of the Trustee and the Securities Administrator shall at all
times be (i) an entity duly organized and validly existing under the laws of the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 or a member of a bank holding system, the aggregate combined
capital surplus of which is at least $50,000,000, provided that its separate
capital and surplus shall at all times be at least the amount specified in
Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a
minimum long-term debt rating of BBB by S&P, DBRS and Fitch and Baa3 by Moody's
and a long term debt rating of at least A1 or better by Moody's, and subject to
supervision or examination by federal or state authority. The Trustee shall not
be an affiliate of the Depositor or the Servicer. If such entity publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 8.06, the combined capital and surplus of such entity shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The principal office of the Trustee and the
Securities Administrator (other than the initial Trustee or Securities
Administrator) shall be in a state with respect to which an Opinion of Counsel
has been delivered to such Trustee or Securities Administrator at the time such
Trustee or Securities Administrator is appointed Trustee or Securities
Administrator, at such entity's expense, to the effect that the Trust will not
be a taxable entity under the laws of such state. In case at any time the
Trustee or Securities Administrator shall cease to be eligible in accordance
with the provisions of this Section 8.06, the Trustee or Securities
Administrator shall resign immediately in the manner and with the effect
specified in Section 8.07. The Securities Administrator (i) may not be the
Originator, the Servicer, the Depositor or an affiliate of the Depositor unless
the Securities Administrator is in an institutional trust department, (ii) must
be authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization, and (iii) must be rated at least A/F1 by Fitch,
A-1 by S&P and the equivalent rating by Moody's and DBRS (or such other rating
acceptable to Fitch, S&P, DBRS and Moody's pursuant to a ratings confirmation).
If no successor Securities Administrator shall have been appointed and shall
have accepted appointment within 60 days after the Securities Administrator
ceases to be the Securities Administrator pursuant to this Section 8.06, then
the Trustee shall perform the duties of the Securities Administrator pursuant to
this Agreement. The Trustee shall notify the Rating Agencies of any change of
Securities Administrator.

            Section 8.07 Resignation or Removal of Trustee and Securities
Administrator. The Trustee or the Securities Administrator may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Servicer and each Rating Agency. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
Trustee or Securities Administrator, by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee or
Securities Administrator, as applicable, and one copy to the successor Trustee
or Securities Administrator, as the case may be. If no successor Trustee or
Securities Administrator shall have been so appointed and having accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee or Securities Administrator may petition any court of
competent jurisdiction for the appointment of a successor Trustee or Securities
Administrator.

            If at any time the Trustee or the Securities Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor, or if at any
time the Trustee or the Securities Administrator shall be legally unable to act,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or Servicer may remove the
Trustee or the Securities Administrator, as the case may be. If the Depositor or
the Servicer removes the Trustee or the Securities Administrator under the
authority of the immediately preceding sentence, the Depositor shall promptly
appoint a successor Trustee or Securities Administrator by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee or
Securities Administrator so removed and one copy to the successor Trustee or
Securities Administrator.

            In addition, if (a) the Trustee or Securities Administrator fails to
comply with its obligations to deliver any assessment of servicing compliance or
registered public accounting firm attestation reports required pursuant to
Section 3.20 or (b) any Servicing Function Participant engaged by the Trustee or
Securities Administrator fails to comply with its obligations to deliver any
assessment of servicing compliance or registered public accounting firm
attestation reports, the Servicer, may, after consultation with the Depositor,
remove the Trustee or Securities Administrator and appoint a successor trustee
or securities administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Securities Administrator
so removed and one copy to the successor trustee or securities administrator.

            The Majority Certificateholders may at any time remove the Trustee
or the Securities Administrator by written instrument or instruments delivered
to the Servicer, the Depositor, the Securities Administrator and the Trustee;
the Depositor shall thereupon use its best efforts to appoint a successor
Trustee or Securities Administrator, as the case may be in accordance with this
Section.

            Any resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor Trustee or Securities Administrator
pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee or Securities
Administrator as provided in Section 8.08.

            Section 8.08 Successor Trustee and Successor Securities
Administrator. Any successor Trustee or Securities Administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Rating Agencies, the Servicer and to its predecessor Trustee or
Securities Administrator an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee or Securities
Administrator shall become effective, and such successor Trustee or Securities
Administrator, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee or Securities
Administrator. The Depositor, the Servicer and the predecessor Trustee or
Securities Administrator shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee or Securities Administrator all such rights,
powers, duties and obligations.

            If the predecessor trustee or securities administrator has been
removed for cause or has resigned, all costs associated with the appointment of
a successor trustee or securities administrator shall be paid to the Person that
incurred them by the predecessor trustee or securities administrator. Without
limiting the predecessor trustee's or securities administrator's obligation, if
the predecessor trustee or securities administrator fails to pay such costs,
such costs shall be reimbursed by the Trust; provided however, that if the
predecessor trustee or securities administrator has been terminated without
cause pursuant to the fourth paragraph of Section 8.07, all reasonable expenses
incurred in complying with this Section 8.08 shall be reimbursed by the Trust to
the Person that incurred them.

            No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee or Securities Administrator shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
Trustee or Securities Administrator shall not result in a downgrading of the
LIBOR Certificates by any Rating Agency, as evidenced by a letter from each
Rating Agency.

            Upon acceptance of appointment by a successor Trustee or Securities
Administrator as provided in this Section 8.08, the successor Trustee or
Securities Administrator shall mail notice of the appointment of a successor
Trustee or Securities Administrator hereunder to the Swap Provider and all
Holders of Certificates at their addresses as shown in the Certificate Register
and to each Rating Agency.

            Section 8.09 Merger or Consolidation of Trustee or Securities
Administrator. Any entity into which the Trustee or the Securities Administrator
may be merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which the Trustee or
the Securities Administrator shall be a party, or any entity succeeding to the
business of the Trustee or the Securities Administrator, shall be the successor
of the Trustee or Securities Administrator hereunder, provided such entity (i)
shall be eligible under the provisions of Section 8.06 and 8.08, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding and (ii) shall
notify the Depositor of any such merger, conversion or consolidation at least
two Business Days prior to the effective date thereof (unless such notice is
otherwise prohibited by law, in which case such notice shall be provided on the
effective date thereof) and shall provide the Depositor and the Securities
Administrator (if such entity is not replacing the Securities Administrator)
with all information required by the Depositor to comply with its reporting
obligations under Item 6.02 of Form 8-K not later than the effective date of
such merger, conversion or consolidation and the Securities Administrator shall
report such event on Form 8-K within four business days of the occurrence of
such event.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or any Mortgaged Property may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case a Servicer Event of Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06, and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08.

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

            (i) all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly
      (it being understood that such separate trustee or co-trustee is not
      authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed, the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of
      title to the Trust or any portion thereof in any such jurisdiction) shall
      be exercised and performed singly by such separate trustee or co-trustee,
      but solely at the direction of the Trustee;

            (ii) no trustee hereunder shall be held personally liable by reason
      of any act or omission of any other trustee hereunder; and

            (iii) the Securities Administrator and the Trustee, acting jointly
      may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Depositor, the Securities Administrator, the Rating Agencies and the Servicer.

            Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.

            Section 8.11 Limitation of Liability. The Certificates are executed
by the Securities Administrator, not in its individual capacity but solely as
Securities Administrator of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Securities Administrator in the
Certificates is made and intended not as a personal undertaking or agreement by
the Securities Administrator but is made and intended for the purpose of binding
only the Trust.

            Section 8.12 Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates. (a) All rights of action and claims under
this Agreement or the Certificates may be prosecuted and enforced by the Trustee
or the Securities Administrator without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto, and
such proceeding instituted by the Trustee or the Securities Administrator shall
be brought in its own name or in its capacity as Trustee or Securities
Administrator for the benefit of all Holders of such Certificates, subject to
the provisions of this Agreement. Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursement
and advances of the Trustee or Securities Administrator, as the case may be, or
their agents and counsel, be for the ratable benefit of the Certificateholders
in respect of which such judgment has been recovered.

            (b) The Trustee shall afford the Depositor, the Servicer, the
Securities Administrator and each Certificateholder upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. The Trustee shall cooperate fully with
the Servicer, the Depositor, the Securities Administrator and such
Certificateholder and shall make available to the Servicer, the Depositor, the
Securities Administrator and such Certificateholder for review and copying at
the expense of the party requesting such copies, such books, documents or
records as may be requested with respect to the Trustee's duties hereunder. The
Depositor, the Servicer, the Securities Administrator and the Certificateholders
shall not have any responsibility or liability for any action or failure to act
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.

            (c) The Securities Administrator shall afford the Depositor, the
Trustee, the Servicer and each Certificateholder upon reasonable notice during
normal business hours, access to all records maintained by the Securities
Administrator in respect of its duties hereunder and access to officers of the
Securities Administrator responsible for performing such duties. The Securities
Administrator shall cooperate fully with the Servicer, the Trustee, the
Depositor and such Certificateholder and shall make available to the Servicer,
the Trustee, the Depositor and such Certificateholder for review and copying at
the expense of the party requesting such copies, such books, documents or
records as may be requested with respect to the Securities Administrator's
duties hereunder. The Depositor, the Trustee, the Servicer and the
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Securities Administrator and are not obligated to
supervise the performance of the Securities Administrator under this Agreement
or otherwise.

            Section 8.13 Suits for Enforcement. In case a Servicer Event of
Termination or other default by the Servicer hereunder shall occur and be
continuing, the Trustee may proceed to protect and enforce its rights and the
rights of the Certificateholders under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel, and subject to the foregoing, shall deem most effectual to protect and
enforce any of the rights of the Trustee and the Certificateholders.

            Section 8.14 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.

            Section 8.15 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

            Section 8.16 Appointment of Custodian. Wells Fargo Bank has been
appointed Custodian by the Trustee pursuant to the Custodial Agreement. If such
entity resigns or is terminated as Custodian pursuant to the Custodial
Agreement, the Trustee shall serve as Custodian or the Trustee may, with the
consent of the Depositor and the Servicer, appoint one or more Custodians to
hold all or a portion of the Mortgage Files as agent for the Trustee, by
entering into a custodial agreement in the form of the Custodial Agreement or
otherwise in a form acceptable to the Depositor and the Servicer. Subject to
this Article VIII, the Trustee agrees to comply with the terms of the Custodial
Agreement and any such custodial agreement and to enforce the terms and
provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian will be a depositary institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and afforded the same
protections hereunder as the Trustee.

            Section 8.17 Indemnification of the Securities Administrator and
Depositor by the Trustee

            The Trustee shall indemnify and hold harmless the Securities
Administrator and the Depositor and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Trustee or by reason
of reckless disregard of its obligation to deliver any information, report,
certification, accountants' letter or other material required to comply with
Regulation AB. Any payment pursuant to this Section made by the Trustee to the
Securities Administrator or the Depositor shall be from such entity's own funds,
without reimbursement therefor. The provisions of this Section 8.17 shall
survive the termination of this Agreement.

            Notwithstanding anything in this Agreement to the contrary, in no
event shall the Trustee be liable for any special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits) resulting from the Trustee's nonperformance of its duties or
obligations to deliver any information, report, certification, accountants'
letter or other material required to comply with Regulation AB, even if the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

            Section 8.18 Trustee Errors and Omissions Policy.

            The Trustee shall maintain, at all times and at its own expense, a
Trustee Errors and Omissions Policy, which policy shall have such terms and
coverage amounts as are comparable to those of errors and omissions policies
maintained by trustees generally.

            The Trustee Errors and Omissions Policy shall insure the Trustee,
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 Trustee in the performance of its duties as Trustee pursuant to
this Agreement.

            The Trustee shall maintain in effect the Trustee Errors and
Omissions Policy at all times and the Trustee Errors and Omissions Policy may
not be canceled, permitted to lapse or otherwise terminated without thirty
Business Days' prior written notice by registered mail to the Securities
Administrator and the Depositor.

            Section 8.19 Securities Administrator Errors and Omissions Policy.

            The Securities Administrator shall maintain, at all times and at its
own expense, a Securities Administrator Errors and Omissions Policy, which
policy shall have such terms and coverage amounts as are comparable to those of
errors and omissions policies maintained by trustees of mortgage loans
generally.

            The Securities Administrator Errors and Omissions Policy shall
insure the Securities Administrator, 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 Securities Administrator in
the performance of its duties as Securities Administrator pursuant to this
Agreement.

            The Securities Administrator shall maintain in effect the Securities
Administrator Errors and Omissions Policy at all times and the Securities
Administrator Errors and Omissions Policy may not be canceled, permitted to
lapse or otherwise terminated without the acquisition of comparable coverage by
the Securities Administrator.

                                   ARTICLE IX

                     REMIC AND GRANTOR TRUST ADMINISTRATION

            Section 9.01 REMIC Administration. (a) The Preliminary Statement
sets forth the designations for federal income tax purposes of all interests
created hereby. For the avoidance of doubt, the Class P Certificates shall not
represent a regular or residual interest in any Trust REMIC. The Closing Date is
hereby designated as the "Startup Day" of each Trust REMIC within the meaning of
section 860G(a)(9) of the Code. The "latest possible maturity date" of the
regular interests in each Trust REMIC is the Distribution Date in January 2037,
which is the Distribution Date in the month following the month in which the
latest maturity date of any Mortgage Loan occurs. Amounts distributable to the
Class CE Certificates (prior to any reduction for any Cap Carryover Amounts or
Swap Termination Payment), exclusive of any amounts received from the Swap
Provider, shall be deemed paid from the Upper-Tier REMIC to the Class CE REMIC
in respect of the Class UT-X Interest and the Class UT-IO Interest and then from
the Class CE REMIC in respect of the Class CE Interest and the Class IO Interest
to the Holders of the Class CE Certificates prior to distribution of any Cap
Carryover Amounts to the LIBOR Certificates or Net Swap Payments or Swap
Termination Payments payable to the Swap Provider.

            For federal income tax purposes, any amount distributed on the LIBOR
Certificates on any Distribution Date in excess of the amount distributable on
their Corresponding Class of Upper-Tier Regular Interest on such Distribution
Date shall be treated as having been paid from the Excess Reserve Fund Account
or the Supplemental Interest Trust, as applicable, and any amount distributable
on such Corresponding Class of Upper-Tier Regular Interest on such Distribution
Date in excess of the amount distributable on the Corresponding Class of LIBOR
Certificates on such Distribution Date shall be treated as having been paid to
the Supplemental Interest Trust.

            (b) The Trustee shall make or cause to be made REMIC elections for
each of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier REMIC, the
Upper-Tier REMIC, and the Class CE REMIC as set forth in the Preliminary
Statement on Forms 1066 as prepared by the Securities Administrator or other
appropriate federal tax or information return for the taxable year ending on the
last day of the calendar year in which the Certificates are issued. The
Securities Administrator shall prepare such Forms 1066 and any other appropriate
federal tax or information return and deliver them to the Trustee on a timely
basis for the Trustee's execution. The Trustee shall execute and the Securities
Administrator shall file such forms.

            (c) The Securities Administrator shall pay any and all tax related
expenses (not including taxes) of each Trust REMIC, including but not limited to
any professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such Trust REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i) such
expenses are ordinary or routine expenses, including expenses of a routine audit
but not expenses of litigation (except as described in (ii)); or (ii) such
expenses or liabilities (including taxes and penalties) are attributable to the
negligence or willful misconduct of the Securities Administrator in fulfilling
its duties hereunder. The Securities Administrator shall be entitled to
reimbursement of expenses to the extent provided in clause (i) above from the
Trust.

            (d) The Securities Administrator shall prepare or cause to be
prepared, and cause the Trustee to sign and the Securities Administrator shall
file or cause to be filed, each Trust REMIC's federal and state tax and
information returns as such Trust REMIC's direct representative. The expenses of
preparing and filing such returns shall be borne by the Securities
Administrator. The Securities Administrator will apply for an Employer
Identification Number from the Internal Revenue Service via a form SS-4 or any
other acceptable method for all Trust REMICs and other tax entities and will
also file a Form 8811 with respect to all such Trust REMICs with the Internal
Revenue Service.

            (e) The Holder of the Class R Certificate shall act as the "tax
matters person" for Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier
REMIC, the Upper-Tier REMIC and the Class CE REMIC, within the meaning of
Treasury Regulations Section 1.860F-4(d), and the Securities Administrator is
hereby irrevocably designated as agent of such Certificateholders for such
purpose (or if the Securities Administrator is not so permitted, such Holder
shall be the "tax matters person" in accordance with the REMIC Provisions). In
such capacity, the Securities Administrator shall, as and when necessary and
appropriate, represent any Trust REMIC in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
Trust REMIC, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of any Trust
REMIC, and otherwise act on behalf of each Trust REMIC in relation to any tax
matter or controversy involving it.

            To enable the Securities Administrator to perform its duties under
this Agreement, the Depositor shall provide to the Securities Administrator all
information or data that the Securities Administrator requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including the price, yield, prepayment assumption, and
projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the
Depositor shall provide to the Securities Administrator promptly upon written
request therefor any additional information or data that the Securities
Administrator may, from time to time, reasonably request to enable the
Securities Administrator to perform its duties under this Agreement; provided,
however, that the Depositor shall not be required to provide any information
regarding the Mortgage Loans after the Closing Date or any information that the
Servicer is required to provide to the Securities Administrator pursuant to this
Agreement.

            (f) The Trustee, the Securities Administrator, the Servicer, and the
Holders of Certificates shall take any action or cause any Trust REMIC to take
any action necessary to create or maintain the status of such REMIC as a REMIC
under the REMIC Provisions and shall assist each other as necessary to create or
maintain such status. None of the Trustee, the Servicer, the Securities
Administrator or the Holder of the Class R Certificate shall take any action or
cause any Trust REMIC to take any action or fail to take (or fail to cause to be
taken) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of such Trust REMIC as a REMIC or
(ii) result in the imposition of a tax upon such Trust REMIC (including but not
limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless the Securities
Administrator, the Trustee and the Servicer have received an Opinion of Counsel
(at the expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such a tax. In addition, prior to taking any action with respect to any Trust
REMIC or the assets therein, or causing such Trust REMIC to take any action,
which is not expressly permitted under the terms of this Agreement, any Holder
of the Class R Certificate will consult with the Securities Administrator, the
Trustee and the Servicer, or their respective designees, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any Trust REMIC, and no such Person shall take any such action or
cause such Trust REMIC to take any such action as to which the Securities
Administrator, the Trustee or the Servicer has advised it in writing that an
Adverse REMIC Event could occur.

            (g) The Holder of the Class R Certificate shall pay when due any and
all taxes imposed on Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier
REMIC, the Upper-Tier REMIC and the Class CE REMIC by federal or state
governmental authorities, but only from amounts, if any, distributable thereon.
To the extent that such REMIC taxes are not paid by the Class R
Certificateholder, the Securities Administrator shall pay any remaining REMIC
taxes out of future amounts otherwise distributable to the Holder of the Class R
Certificate or, if no such amounts are available, out of other amounts held in
the Distribution Account, and shall reduce amounts otherwise payable to Holders
of the REMIC Regular Interests or the Certificates, as the case may be.

            (h) The Securities Administrator, shall, for federal income tax
purposes, maintain or cause to be maintained books and records with respect to
each Trust REMIC on a calendar year and on an accrual basis.

            (i) No additional contributions of assets shall be made to any Trust
REMIC, except as expressly provided in this Agreement with respect to Eligible
Substitute Mortgage Loans.

            (j) None of the Trustee, the Securities Administrator or the
Servicer shall enter into any arrangement by which any Trust REMIC will receive
a fee or other compensation for services.

            (k) On or before April 15 of each calendar year, beginning in 2007,
the Securities Administrator shall deliver to each Rating Agency an Officer's
Certificate stating the Securities Administrator's compliance with those
provisions of this Section 9.01 applicable to it.

            (l) The Securities Administrator shall treat (i) the rights of the
LIBOR Certificates to receive, and the obligation of the Class CE Certificates
to pay, Cap Carryover Amounts and the obligation of the LIBOR Certificates to
pay, and the right of the Class CE Certificates to receive, Class IO Shortfalls
as rights and obligations under notional principal contracts between the Class
CE Certificateholders and the Holders of the LIBOR Certificates and (ii) the
rights and obligations of the Class CE Certificates under the Interest Rate Swap
Agreement and the Interest Rate Cap Agreement as rights and obligations under
notional principal contracts between the Class CE Certificates and the Swap
Provider and Cap Provider, respectively, in each case in accordance with the
terms thereof and shall assign such rights for federal tax return and
information reporting a value of zero or such other value as may be specified by
the Depositor. The Securities Administrator shall account for such as property
held separate and apart from the regular interests it holds in each of the Trust
REMICs. The provisions of this paragraph are intended to satisfy the
requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of
property rights coupled with regular interests to be separately respected and
shall be interpreted consistent with such regulation. On each Distribution Date,
to the extent the LIBOR Certificates receive interest in excess of the
Upper-Tier REMIC WAC Rate, such interest will be treated as distributed to the
Class CE Certificates in respect of the Class CE Interest, together with any
amount deposited in the Supplemental Interest Trust Account in respect of the
Interest Rate Swap Agreement and the Interest Rate Cap Agreement, and then paid
to the respective Classes of LIBOR Certificates pursuant to the related notional
principal contract. Similarly, to the extent the LIBOR Certificates receive
interest that is less than the Upper-Tier REMIC WAC Rate, such interest will be
treated as distributed to the LIBOR Certificates and then paid to the Class CE
Certificates as a Class IO Shortfall.

            (m) The Securities Administrator shall deliver or cause to be
delivered the federal taxpayer identification number of the grantor trust on a
correct, complete and duly executed IRS Form W-9 of the trust to the Swap
Provider and the Cap Provider promptly after execution of the Interest Rate Swap
Agreement and the Interest Rate Cap Agreement but no later than the first
Distribution Date and thereafter, promptly upon actual knowledge of a
Responsible Officer of the Securities Administrator that such previously
provided form is obsolete or incorrect and, if requested by the Swap Provider or
Cap Provider, an applicable IRS Form W-8IMY.

            Section 9.02 Prohibited Transactions and Activities. (a) None of the
Depositor, the Servicer, the Securities Administrator or the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of any Trust REMIC pursuant to Article X of
this Agreement, (iv) a substitution pursuant to Article II of this Agreement,
(v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement or
(vi) an optional purchase by the Depositor pursuant to Section 3.16 of this
Agreement, nor acquire any assets for any Trust REMIC, nor sell or dispose of
any investments in the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of such Trust REMIC as a
REMIC or of the interests therein other than the Class R Certificate and as the
regular interests therein, (b) affect the distribution of interest or principal
on the Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause such Trust REMIC to be subject to a tax on prohibited transactions
or prohibited contributions pursuant to the REMIC Provisions.

            (b) No Eligible Investments will be sold or disposed of at a gain
prior to maturity unless the Securities Administrator has received an Opinion of
Counsel or other evidence satisfactory to it that such sale or disposition will
not cause any Trust REMIC to be subject to the tax on "prohibited transactions"
imposed by Code Section 860F(a)(1), otherwise subject the Trust Fund to tax, or
cause any Trust REMIC to fail to qualify as a REMIC while any Certificates are
outstanding.

            Section 9.03 Indemnification with Respect to Certain Taxes and Loss
of REMIC Status. In the event that any Trust REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Servicer, the Trustee or the
Securities Administrator of its duties and obligations set forth herein, such
person shall indemnify the Trust Fund and the Holder of the Class R Certificate
against any and all losses, claims, damages, liabilities or expenses ("Losses")
resulting from such negligence; provided, however, that no such person shall be
liable for any such Losses attributable to the action or inaction of the
Trustee, the Depositor or the Holder of the Class R Certificate nor for any such
Losses resulting from misinformation provided by the Holder of the Class R
Certificate on which such person has relied. The foregoing shall not be deemed
to limit or restrict the rights and remedies of the Holder of the Class R
Certificate now or hereafter existing at law or in equity. Notwithstanding the
foregoing, however, in no event shall the Servicer have any liability (1) for
any action or omission that is taken in accordance with and in compliance with
the express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of a negligent performance
by the Servicer, the Trustee or the Securities Administrator of its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and interest on the
Certificates).

            Section 9.04 [Reserved].

            Section 9.05 Grantor Trust Administration. The parties intend that
the portions of the Trust Fund consisting of the right of the Class P
Certificates to receive Prepayment Penalties, Originator Prepayment Penalty
Payment Amounts and Servicer Prepayment Penalty Payment Amounts, the right of
the LIBOR Certificates to receive Cap Carryover Amounts and the right of the
Class CE Certificates to receive Net Swap Payments from the Swap Provider and
Cap Payments from the Cap Provider subject to the obligation of the Class CE
Certificates to pay Cap Carryover Amounts and any Net Swap Payments and Swap
Termination Payments to the Swap Provider, shall be treated as a "grantor trust"
under the Code, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, the Securities Administrator
shall furnish or cause to be furnished (i) the Holders of the Class P
Certificates, (ii) to the Holders of the LIBOR Certificates and (iii) to the
Holders of the Class CE Certificates and shall file or cause to be filed with
the Internal Revenue Service together with Form 1041 or such other form as may
be applicable, their allocable shares of income and expenses with respect to the
property held by the Grantor Trust, at the time or times and in the manner
required by the Code.

                                    ARTICLE X

                                   TERMINATION

            Section 10.01 Termination. (a) The respective obligations and
responsibilities of the Servicer, the Depositor, the Trustee, the Securities
Administrator and the Certificate Registrar created hereby (other than the
obligation of the Securities Administrator to make certain payments to
Certificateholders after the final Distribution Date and the obligation of the
Securities Administrator to send certain notices as hereinafter set forth) shall
terminate upon notice to the Trustee and the Securities Administrator upon the
earliest of (i) the Distribution Date on which the Principal Balance of each
Class of Certificates has been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, and (iii) the optional
purchase by the Majority Class CE Certificateholder, or if there is no Majority
Class CE Certificateholder, the Depositor, of the Mortgage Loans as described
below. Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.

            The Majority Class CE Certificateholder or Depositor may, at its
option, terminate the Trust Fund and retire the Certificates on the first
Distribution Date on which the Pool Balance is reduced to less than or equal to
10% of the Pool Balance as of the Cut-off Date by purchasing all of the
outstanding Mortgage Loans (and REO Properties) in the Trust Fund at a price
equal to the sum of (i) the sum of the outstanding unpaid principal balance of
the Mortgage Loans and except to the extent previously advanced by the Servicer,
accrued and unpaid interest thereon at the weighted average of the Mortgage
Interest Rates through the end of the Collection Period preceding the final
Distribution Date plus unreimbursed Servicing Advances, Advances and any unpaid
Servicing Fees allocable to such Mortgage Loans, (ii) the fair market value of
the REO Properties as determined in good faith by the Servicer and (iii) the
amount of any Swap Termination Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement (the "Termination Price"). If the Majority Class CE
Certificateholder (or, if there is no Majority Class CE Certificateholder, the
Depositor or an affiliate of the Depositor) is subject to regulation by the OCC,
the FDIC, the Federal Reserve or the Office of Thrift Supervision, the option
may not be exercised unless the aggregate fair market value of the Mortgage
Loans and REO Properties is greater than or equal to the Termination Price.
Notwithstanding the foregoing, no party may exercise this optional purchase
right unless any Reimbursement Amount owed to the Trust pursuant to Section 2.03
hereof has been paid.

            Any such purchase shall be accomplished by delivery by the party
exercising the optional purchase right on the Determination Date before such
Distribution Date of the Termination Price to the Securities Administrator for
deposit into the Distribution Account as part of Available Funds.

            (b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Securities
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Securities Administrator (upon the Securities
Administrator receiving notice of such date from the Majority Class CE
Certificateholder or Depositor, as applicable), by letter to the
Certificateholders, the Swap Provider and the Depositor mailed not earlier than
the 15th day of the month preceding the month of such final distribution and not
later than the 15th day of the month of such final distribution specifying (1)
the Distribution Date upon which final distribution of the Certificates will be
made upon presentation and surrender of such Certificates at the Corporate Trust
Office of the Securities Administrator therein designated, (2) the amount of any
such final distribution and (3) that the Record Date otherwise applicable to
such Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the Corporate Trust Office of
the Securities Administrator therein specified. Not less than five (5) Business
Days prior to such Determination Date relating to such Distribution Date, the
Securities Administrator shall notify the Depositor of the amount of any unpaid
Reimbursement Amount owed to the Trust.

            (c) Upon presentation and surrender of the Certificates, the Paying
Agent shall cause to be distributed to the Holders of the Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available
for such purpose, an amount equal to the amount required to be distributed to
such Holders in accordance with the provisions of Sections 4.01 and 4.02 for
such Distribution Date.

            (d) In the event that all Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before such final
Distribution Date, the Securities Administrator shall promptly following such
date cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Servicer shall give
a second written notice to the remaining Certificateholders, to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within nine months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Holder of the Class R
Certificate shall be entitled to all unclaimed funds and other assets which
remain subject hereto (except with respect to the Class CE and Class P
Certificates) and the Securities Administrator upon transfer of such funds shall
be discharged of any responsibility for such funds, and all other
Certificateholders shall look to the Holder of the Class R Certificate for
payment.

            Section 10.02 Additional Termination Requirements. (a) In the event
that the Majority Class CE Certificateholder or the Depositor exercises its
purchase option as provided in Section 10.01, the Trust shall be terminated in
accordance with the following additional requirements, unless the Securities
Administrator shall have been furnished with an Opinion of Counsel to the effect
that the failure of the Trust to comply with the requirements of this Section
will not (i) result in the imposition of taxes on "prohibited transactions" of
the Trust as defined in Section 860F of the Code or (ii) cause any Trust REMIC
to fail to qualify as a REMIC at any time that any Certificates (other than the
Class P Certificates) are outstanding:

            (i) The Securities Administrator shall designate a date within 90
      days prior to the final Distribution Date as the date of adoption of plans
      of complete liquidation of each of Pooling-Tier REMIC-1, Pooling-Tier
      REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC and the Class CE REMIC
      and shall specify such date in the final federal income tax return of each
      such Trust REMIC;

            (ii) After the date of adoption of such plans of complete
      liquidation and at or prior to the final Distribution Date, the Securities
      Administrator shall sell all of the assets of the Trust to the Majority
      Class CE Certificateholder or Depositor, as applicable, for cash; and

            (iii) At the time of the making of the final payment on the
      Certificates, the Securities Administrator shall distribute or credit, or
      cause to be distributed or credited in the order of priority set forth in
      Section 4.02 and then to the Class R Certificateholder, all cash on hand
      in respect of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier
      REMIC, the Upper-Tier REMIC and the Class CE REMIC and the Trust shall
      terminate at such time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Securities Administrator as their attorney in fact to: (i)
designate such date of adoption of plans of complete liquidation and (ii) to
take such other action in connection therewith as may be reasonably required to
carry out such plans of complete liquidation all in accordance with the terms
hereof.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer, the Securities Administrator and the
Trustee without the consent of the Certificateholders (i) to cure any ambiguity
or mistake, (ii) to correct, modify or supplement any provision herein which may
be inconsistent with any other provision herein or the Prospectus or the Private
Placement Memorandum, (iii) to make any other provisions with respect to matters
or questions arising under this Agreement, which are not materially inconsistent
with the provisions of this Agreement, (iv) to conform the obligations of the
parties under this Agreement, or to add obligations of the parties to this
Agreement, if necessary, to comply with the requirements of Regulation AB or (v)
to comply with any requirements imposed by the Code; provided, however, that any
such action listed in clause (iii) above shall not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by (a)
delivery to the Depositor, the Servicer, the Securities Administrator and the
Trustee of written notification from each Rating Agency that provides, at the
request of the Depositor, a rating confirmation for each outstanding Class of
Certificates (other than the Class CE, Class P and Residual Certificates) to the
effect that such amendment will not cause such Rating Agency to lower or
withdraw the then current rating of such outstanding Classes of Certificates
with respect to which it is a Rating Agency, or (b) an Opinion of Counsel
delivered to the Servicer, the Securities Administrator and the Trustee.

            In addition, this Agreement may be amended from time to time by the
Depositor, the Servicer, the Securities Administrator and the Trustee, with the
consent of the Majority Certificateholders for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment or waiver shall (x)
reduce in any manner the amount of, or delay the timing of, payments on the
Certificates which are required to be made on any Certificate without the
consent of the Holder of such Certificate, (y) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (x) above, without the consent of the Holders
of Certificates of such Class aggregating at least 66 2/3% of the Voting
Interests evidenced by such Class, or (z) reduce the percentage of Voting
Interests required by clause (y) above without the consent of the Holders of all
Certificates of such Class then outstanding. Upon approval of an amendment, a
copy of such amendment shall be sent to the Rating Agencies. Prior to the
execution of any amendment to this Agreement, the Trustee and the Securities
Administrator will not consent to any amendment of the applicable Agreement
unless it shall first have received an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement. Each
of the Securities Administrator and Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's or Securities
Administrator's own rights, duties or immunities under this Agreement.

            Notwithstanding any provision of this Agreement to the contrary,
neither the Securities Administrator, nor the Trustee shall consent to any
amendment to this Agreement unless it shall have first received an Opinion of
Counsel, delivered by (and at the expense of) the Person seeking such Amendment,
to the effect that such amendment will not result in the imposition of a tax on
any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor
trust at any time that any Certificates are outstanding and that the amendment
is being made in accordance with the terms hereof.

            Promptly after the execution of any such amendment the Securities
Administrator shall furnish, at the expense of the Person that requested the
amendment if such Person is the Servicer, or otherwise at the expense of the
Trust (but in no event at the expense of the Trustee), a copy of such amendment
and the Opinion of Counsel referred to in the immediately preceding paragraph to
the Servicer and each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment; instead it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Securities Administrator may prescribe.

            Notwithstanding any of the other provisions of this Section 11.01,
so long as the Interest Rate Swap Agreement is in effect, none of the Depositor,
the Servicer, the Securities Administrator or the Trustee shall enter into any
amendment to, or otherwise modify the operation of, the following without the
prior written consent of the Swap Provider: (i) the definitions of Available
Funds, Interest Remittance Amount, Principal Remittance Amount, Swap Provider
Trigger Event, Supplemental Interest Trust Account, Termination Price, Fixed
Swap Payment, Floating Swap Payment, Net Swap Payment, Replacement Swap Provider
Payment, Swap Early Termination, Swap Termination Payment and Distribution
Account, (ii) Sections 3.04, 4.01, 4.02, 5.02(e), 9.01(m), 10.01, 10.02, 11.01
and 11.10, (iii) the second to last paragraph of Section 2.02 and (iv) the last
paragraph of Section 8.08.

            Section 11.02 Recordation of Agreement; Counterparts. To the extent
permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense of
the Trust, but only upon direction of Certificateholders, accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.

            Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

            Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

            No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as herein provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Interests shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood
and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 11.04 Governing Law; Jurisdiction. This Agreement shall be
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws. With respect to any claim arising out of this
Agreement, each party irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York and the United States District Court located in
the Borough of Manhattan in The City of New York, and each party irrevocably
waives any objection which it may have at any time to the laying of venue of any
suit, action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made by
any lawful means.

            Section 11.05 Notices. All directions, demands and notices hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by first class mail, postage prepaid, or by express
delivery service, or, in the case of the Securities Administrator, sent by
facsimile, to (a) in the case of the Trustee, HSBC Bank USA, National
Association, 452 Fifth Avenue, New York, New York 10018, Attention: WFHET
2006-3, or such other address as may hereafter be furnished to the Depositor,
the Securities Administrator and the Servicer in writing by the Trustee, (b) in
the case of the Depositor, Wells Fargo Asset Securities Corporation, 7430 New
Technology Way, Frederick, Maryland 21703, Attention: Vice President, Structured
Finance, or such other address as may be furnished to the Servicer, the
Securities Administrator and the Trustee in writing by the Depositor, (c) in the
case of the Servicer, Wells Fargo Bank, N.A., 1 Home Campus, Des Moines, Iowa
50328 0001, Attention: John B. Brown, MAC X2302-033, or such other address as
may be hereafter furnished to the Depositor, the Trustee and the Securities
Administrator by the Servicer in writing and (d) in the case of the Securities
Administrator, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Client Manager-WFHET, Series 2006-3, or such other
address as may be hereafter furnished to the Depositor, the Trustee and the
Servicer by the Securities Administrator in writing or by facsimile at (410)
715-2380. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Notice of any Servicer Event of
Termination shall be given by telecopy and by certified mail. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.

            Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 11.07 Article and Section References.

            All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.

            Section 11.08 Notice to the Rating Agencies. (a) Each of the Trustee
and the Securities Administrator shall be obligated to use its reasonable
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following of which a Responsible Officer of the Trustee or the Securities
Administrator, as the case may be, has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Servicer Event of Termination that has
      not been cured or waived;

            (iii) assignment by the Servicer of its rights and delegation of its
      duties pursuant to Section 6.02 or 6.05;

            (iv) the resignation or termination of the Servicer, the Securities
      Administrator or the Trustee;

            (v) the appointment of any successor to the Servicer pursuant to
      Sections 6.04 or 7.01; and

            (vi) if the Trustee is acting as successor servicer pursuant to
      Section 7.02 hereof, any event that would result in the inability of the
      Trustee to make Advances.

            (b) The Securities Administrator shall be obligated to use its
reasonable efforts promptly to provide notice to the Rating Agencies with
respect to each of the following of which a Responsible Officer of the
Securities Administrator has actual knowledge:

            (i) the final payment to Holders of the Certificates of any Class;

            (ii) any change in the location of any Account; and

            (iii) the resignation of the Custodian or the appointment of a
      successor Custodian pursuant to the Custodial Agreement.

            (c) In addition, the Securities Administrator shall promptly furnish
to each Rating Agency copies of the following:

                  (A) each annual statement as to compliance described in
            Section 3.19 hereof;

                  (B) each annual independent public accountants' servicing
            report described in Section 3.20 hereof; and

                  (C) each notice delivered pursuant to Section 7.01(a) hereof
            which relates to the fact that the Servicer has not made an Advance.

            Any such notice pursuant to this Section 11.08 shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to: Fitch
Ratings, One State Street Plaza, New York, New York 10004, Attention: Managing
Director, Residential Mortgage-Backed Securities; Moody's Investors Service,
Inc., 99 Church Street, New York, New York 10007, Attention: Managing Director,
Residential Mortgage-Backed Securities; Dominion Bond Rating Service, Inc. 55
Broadway, 15th Floor, New York, New York 10006; and Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10041, Attention: Mortgage Surveillance Group.

            Section 11.09 Further Assurances. Notwithstanding any other
provision of this Agreement, neither the LIBOR Certificateholders, the Holders
of the Class CE Certificates, the Securities Administrator nor the Trustee shall
have any obligation to consent to any amendment or modification of this
Agreement unless they have been provided reasonable security or indemnity
against their out-of-pocket expenses (including reasonable attorneys' fees) to
be incurred in connection therewith.

            Section 11.10 Benefits of Agreement. Nothing in this Agreement or in
the Certificates, expressed or implied, shall give to any Person, other than the
Certificateholders and the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this Agreement,
except that the Custodian is an express third party beneficiary of this
Agreement for purposes of Section 8.05.

            The Swap Provider shall be deemed a third-party beneficiary of this
Agreement to the same extent as if it were a party hereto, and shall have the
right to enforce the provisions of this Agreement directly against the parties
to this Agreement.

            Section 11.11 Acts of Certificateholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by the Certificateholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Certificateholders in person or by agent duly appointed in writing; and
such action shall become effective when such instrument or instruments are
delivered to the Trustee, the Securities Administrator and the Servicer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Securities
Administrator, the Trustee and the Trust, if made in the manner provided in this
Section 11.11.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

            (c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Certificateholder shall bind every future Holder
of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee, the
Securities Administrator or the Trust in reliance thereon, whether or not
notation of such action is made upon such Certificate.

            Section 11.12 Recharacterization.

            The parties to this Agreement intend the conveyance by the Depositor
to the Trustee of all of its right, title and interest in and to the Trust Fund
pursuant to this Agreement to constitute a purchase and sale and not a loan.
Notwithstanding the foregoing, to the extent that such conveyance is held not to
constitute a sale under applicable law, it is intended that this Agreement shall
constitute a security agreement under applicable law and that the Depositor
shall be deemed to have granted to the Trustee a first priority security
interest in all of the Depositor's right, title and interest in and to the Trust
Fund. The Securities Administrator shall take all actions, including, without
limitation, filing any Uniform Commercial Code continuation statements, as shall
be necessary to perfect or maintain the perfection of such security interest.

            Section 11.13 Regulation AB Compliance; Intent of Parties;
Reasonableness.

            The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants
in the asset-backed securities markets, advice of counsel, or otherwise, and
agree to comply with requests made by the Depositor or the Securities
Administrator in good faith for delivery of information under these provisions
on the basis of evolving interpretations of Regulation AB. In connection with
the Trust, the parties hereto shall cooperate fully with the Securities
Administrator and the Depositor to deliver to the Securities Administrator
and/or the Depositor, any and all statements, reports, certifications, records
and any other information available to such party and reasonably necessary in
the good faith determination of the Depositor or the Securities Administrator to
permit the Depositor or the Securities Administrator to comply with the
provisions of Regulation AB, together with such disclosures reasonably believed
by the Depositor or the Securities Administrator to be necessary in order to
effect such compliance.

<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Servicer, the Securities
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.

                                        WELLS FARGO ASSET SECURITIES
                                            CORPORATION, as Depositor

                                        By:  /s/ Bradley A. Davis
                                            ------------------------------------
                                            Name: Bradley A. Davis
                                            Title:   Vice President

                                        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 Securities
                                            Administrator

                                        By:  /s/ Carla S. Walker
                                            ------------------------------------
                                            Name: Carla S. Walker
                                            Title:  Vice President

                                        HSBC BANK USA, NATIONAL ASSOCIATION,
                                            as Trustee

                                        By:  /s/ Fernando Acebedo
                                            ------------------------------------
                                            Name: Fernando Acebedo
                                            Title:  Vice President

<PAGE>

STATE OF MARYLAND       )
                        ) ss.:
COUNTY OF FREDERICK     )

            On the 21st day of December, 2006 before me, a notary public in and
for said State, personally appeared Bradley A. Davis, known to me to be a Vice
President of Wells Fargo Asset Securities Corporation, a Delaware corporation,
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                        Notary Public

<PAGE>

STATE OF MARYLAND       )
                        ) ss.:
COUNTY OF FREDERICK     )

            On the 21st day of December, 2006 before me, a notary public in and
for said State, personally appeared Bradley A. Davis, known to me to be a Vice
President of Wells Fargo Bank, N.A., a national banking association, that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said association, and acknowledged to me that such
corporation executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                        Notary Public

<PAGE>

STATE OF MARYLAND       )
                        ) ss.:
COUNTY OF ANNE ARUNDEL  )

            On the 21st day of December, 2006, before me, a notary public in and
for said State, personally appeared Carla S. Walker, known to me to be a Vice
President of Wells Fargo Bank, National Association, one of the national banking
associations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.

                                        Notary Public

<PAGE>

STATE OF NEW YORK       )
                        ss.:
COUNTY OF NEW YORK      )

            On this 21st day of December, 2006, before me, a notary public in
and for the State of New York, personally appeared Fernando Acebedo, known to me
who, being by me duly sworn, did depose and say that he resides at Huntington,
New York; that he is a Vice President of HSBC Bank USA, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that s/he signed his name thereto by order of the Board of
Directors of said corporation.


_________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>

                                   EXHIBIT A-1

                       [FORM OF THE CLASS A-1 CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER
PROPERTY.

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS A-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class A-1                 Original Principal Balance of the
                                         Class A-1 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $338,723,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21, 2006
                                         Servicer: Wells Fargo Bank, N.A.
First Distribution Date: January 25,
2007                                     Trustee: HSBC Bank USA, National
                                         Association
No.
                                         Closing Date: December 21, 2006
CUSIP: 9497EB AA 7

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class A-1 Certificates) in
that certain beneficial ownership interest evidenced by all the Class A-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class A-1 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class A-1 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class A-1 Certificates for each
Distribution Date will be the lesser of (i) the Class A-1 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class A-1 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class A-1
Certificates.

            The Class A-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates. In addition, pursuant to Section 11.01, consent of the Swap
Provider shall be required to amend certain sections of the Agreement.

             As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-2

                       [FORM OF THE CLASS A-2 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS A-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class A-2                 Original Principal Balance of the
                                         Class A-2 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $309,822,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21, 2006
                                         Servicer: Wells Fargo Bank, N.A.
First Distribution Date: January 25,
2007                                     Trustee: HSBC Bank USA, National
                                         Association
No.
                                         Closing Date: December 21, 2006
CUSIP: 9497EB AB 5

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class A-2 Certificates) in
that certain beneficial ownership interest evidenced by all the Class A-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class A-2 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class A-2 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class A-2 Certificates for each
Distribution Date will be the lesser of (i) the Class A-2 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class A-2 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class A-2
Certificates.

            The Class A-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates. In addition, pursuant to Section 11.01, consent of the Swap
Provider shall be required to amend certain sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                          CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT A-3

                       [FORM OF THE CLASS A-3 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS A-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class A-3                 Original Principal Balance of the
                                         Class A-3 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $20,730,000.00
Date of Pooling and Servicing
Agreement: December 21, 2006             Initial Principal Balance: $

First Distribution Date: January 25,     Servicer: Wells Fargo Bank, N.A.
2007
                                         Trustee: HSBC Bank USA, National
No.                                      Association

CUSIP: 9497EB AC 3                       Closing Date: December 21, 2006

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class A-3 Certificates) in
that certain beneficial ownership interest evidenced by all the Class A-3
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class A-3 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class A-3 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class A-3 Certificates for each
Distribution Date will be the lesser of (i) the Class A-3 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class A-3 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class A-3
Certificates.

            The Class A-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates. In addition, pursuant to Section 11.01, consent of the Swap
Provider shall be required to amend certain sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-1

                         [FORM OF CLASS M-1 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
      SENIOR CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS M-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class M-1                 Original Principal Balance of the
                                         Class M-1 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $51,550,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006
CUSIP: 9497EB AD 1

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-1 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-1 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-1 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-1 Certificates for each
Distribution Date will be the lesser of (i) the Class M-1 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-1 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-1
Certificates.

            The Class M-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior
Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-2

                         [FORM OF CLASS M-2 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR AND
      CLASS M-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS M-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class M-2                 Original Principal Balance of the
                                         Class M-2 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $43,478,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006

CUSIP: 9497EB AE 9

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-2 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-2 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-2 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-2 Certificates for each
Distribution Date will be the lesser of (i) the Class M-2 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-2 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-2
Certificates.

            The Class M-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior
Certificates and Class M-1 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>


            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-3

                         [FORM OF CLASS M-3 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS M-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class M-3                 Original Principal Balance of the
                                         Class M-3 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $14,351,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21, 2006
                                         Servicer: Wells Fargo Bank, N.A.
First Distribution Date: January 25,
2007                                     Trustee: HSBC Bank USA, National
                                         Association
No.
                                         Closing Date: December 21, 2006
CUSIP: 9497EB AF 6


      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-3 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-3
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-3 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-3 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-3 Certificates for each
Distribution Date will be the lesser of (i) the Class M-3 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-3 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-3
Certificates.

            The Class M-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1 and Class M-2 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS


            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-4

                         [FORM OF CLASS M-4 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS M-4

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class M-4                 Original Principal Balance of the
                                         Class M-4 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $17,034,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006

CUSIP: 9497EB AG 4

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-4 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-4
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-4 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-4 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-4 Certificates for each
Distribution Date will be the lesser of (i) the Class M-4 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-4 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-4
Certificates.

            The Class M-4 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2 and Class M-3 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-5

                         [FORM OF CLASS M-5 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3 AND CLASS M-4 CERTIFICATES AS DESCRIBED IN THE
      AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS M-5

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class M-5                 Original Principal Balance of the
                                         Class M-5 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $15,690,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006

CUSIP: 9497EB AH 2

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-5 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-5
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-5 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-5 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-5 Certificates for each
Distribution Date will be the lesser of (i) the Class M-5 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-5 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-5
Certificates.

            The Class M-5 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates as described in the
Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-6

                         [FORM OF CLASS M-6 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4 AND CLASS M-5 CERTIFICATES AS
      DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS M-6

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class M-6                 Original Principal Balance of the
                                         Class M-6 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $10,759,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006

CUSIP: 9497EB AJ 8

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-6 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-6
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-6 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-6 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-6 Certificates for each
Distribution Date will be the lesser of (i) the Class M-6 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-6 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-6
Certificates.

            The Class M-6 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates as
described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-7

                         [FORM OF CLASS B-1 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5 AND CLASS M-6 CERTIFICATES
      AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS B-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class B-1                 Original Principal Balance of the
                                         Class B-1 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $9,862,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006

CUSIP: 9497EB AK 5

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class B-1 Certificates) in
that certain beneficial ownership interest evidenced by all the Class B-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class B-1 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class B-1 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class B-1 Certificates for each
Distribution Date will be the lesser of (i) the Class B-1 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class B-1 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class B-1
Certificates.

            The Class B-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates
as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-8

                         [FORM OF CLASS B-2 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6 AND CLASS B-1
      CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS B-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class B-2                 Original Principal Balance of the
                                         Class B-2 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $8,517,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006

CUSIP: 9497EB AL 3

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class B-2 Certificates) in
that certain beneficial ownership interest evidenced by all the Class B-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class B-2 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class B-2 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class B-2 Certificates for each
Distribution Date will be the lesser of (i) the Class B-2 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class B-2 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class B-2
Certificates.

            The Class B-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class B-1
Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>


            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT B-9

                         [FORM OF CLASS B-3 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS B-1 AND
      CLASS B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS B-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class B-3                 Original Principal Balance of the
                                         Class B-3 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $12,552,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21,
2006                                     Servicer: Wells Fargo Bank, N.A.

First Distribution Date: January 25,     Trustee: HSBC Bank USA, National
2007                                     Association

No.                                      Closing Date: December 21, 2006

CUSIP: 9497EB AM 1

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class B-3 Certificates) in
that certain beneficial ownership interest evidenced by all the Class B-3
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class B-3 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class B-3 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class B-3 Certificates for each
Distribution Date will be the lesser of (i) the Class B-3 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class B-3 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class B-3
Certificates.

            The Class B-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1 and
Class B-2 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                  EXHIBIT B-10

                         [FORM OF CLASS B-4 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS B-1,
      CLASS B-2 AND CLASS B-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY
      STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
      WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
      TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      THE INITIAL PURCHASER IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER
      OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN,
      IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
      FORTH IN THE AGREEMENT.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 2006-3, CLASS B-4

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class B-4                 Original Principal Balance of the
                                         Class B-4 Certificates as of the
Pass-Through Rate: Floating              Closing Date: $13,897,000.00

Date of Pooling and Servicing            Initial Principal Balance: $
Agreement: December 21, 2006
                                         Servicer: Wells Fargo Bank, N.A.
First Distribution Date: January 25,
2007                                     Trustee: HSBC Bank USA, National
                                         Association
No.
                                         Closing Date: December 21, 2006
CUSIP: 9497EB AN 9


      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class B-4 Certificates) in
that certain beneficial ownership interest evidenced by all the Class B-4
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class B-4 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class B-4 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class B-4 Certificates for each
Distribution Date will be the lesser of (i) the Class B-4 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class B-4 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class B-4
Certificates.

            The Class B-4 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans and amounts, if
any, received from the Insurer, the Cap Provider and the Swap Provider, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2 and Class B-3 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement (as to which, so long as this Certificate is a Book-Entry Certificate,
the representations and agreements made therein will be deemed to have been made
by the prospective transferor and/or the prospective transferee, as applicable).
None of the Depositor, the Certificate Registrar, the Securities Administrator
or the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any
transferor desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Depositor, the Certificate Registrar, the Securities
Administrator and the Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION


            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

Date of Authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT C-1

                         [FORM OF CLASS CE CERTIFICATES]

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT
      OR INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
      SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
      (THE "CODE") AND CERTAIN OTHER PROPERTY.

      THIS CLASS CE CERTIFICATE IS SUBORDINATE TO THE SENIOR, CLASS M AND CLASS
      B CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE
      AGREEMENT.

      THIS CLASS CE CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL
      SUCH TIME AS DESCRIBED IN THE AGREEMENT.

      THIS CLASS CE CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      A HOLDER OF THIS CLASS CE CERTIFICATE MAY BE REQUIRED TO DELIVER CERTAIN
      TAX FORMS PURSUANT TO SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      WILL BE REGISTERED.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 2006-3, CLASS CE

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class CE                  Servicer: Wells Fargo Bank, N.A.

Date of Pooling and Servicing            Trustee: HSBC Bank USA, National
Agreement: December 21,                  Association
2006
                                         Closing Date: December 21, 2006
First Distribution Date: January 25,
2007                                     Percentage Interest: 100%

No.

CUSIP: 9497EB AP 4

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that __________________________________ is the
registered owner of the Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class CE Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wells Fargo Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class CE Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class CE Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing the Percentage Interest specified on the face
hereof.

            The Class CE Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans and amounts, if any,
received from the Insurer, the Cap Provider and the Swap Provider, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement. None of the Depositor, the Certificate Registrar, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any transferor desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Depositor, the Certificate
Registrar, the Securities Administrator and the Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            In addition, a holder of the Class CE Certificate may be required to
deliver certain tax forms pursuant to Section 5.02 of the Agreement.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assume no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

Date of Authentication:

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT C-2

                          [FORM OF CLASS P CERTIFICATE]

      THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      THIS CLASS P CERTIFICATE IS ONLY ENTITLED TO PREPAYMENT PENALTIES ON THE
      MORTGAGE LOANS, ORIGINATOR PREPAYMENT PENALTY PAYMENT AMOUNTS AND SERVICER
      PREPAYMENT PENALTY PAYMENT AMOUNTS, ALL AS MORE SPECIFICALLY DESCRIBED IN
      THE AGREEMENT.

      A HOLDER OF THIS CLASS P CERTIFICATE MAY BE REQUIRED TO DELIVER CERTAIN
      TAX FORMS PURSUANT TO SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      WILL BE REGISTERED.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 2006-3, CLASS P

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class P                   Servicer: Wells Fargo Bank, N.A.

Date of Pooling and Servicing            Trustee: HSBC Bank USA, National
Agreement: December 21,                  Association
2006
                                         Closing Date: December 21, 2006
First Distribution Date: January 25,
2007                                     Percentage Interest: 100%

No.

CUSIP: 9497EB AQ 2

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that __________________________________ is the
registered owner of the Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wells Fargo Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from Prepayment Penalties,
Servicer Prepayment Penalty Payment Amounts and Originator Prepayment Penalty
Payment Amounts in the Distribution Account in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed to the Holders of Class P Certificates on such Distribution Date
pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class P Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing the Percentage Interest specified on the face
hereof.

            The Class P Certificates are limited in right of payment to
Prepayment Penalties received on the Mortgage Loans, Originator Prepayment
Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts, all as
more specifically set forth in the Agreement. As provided in the Agreement,
withdrawals from the Collection Account and the Distribution Account may be made
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement. None of the Depositor, the Certificate Registrar, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any transferor desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Depositor, the Certificate
Registrar, the Securities Administrator and the Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            In addition, a holder of the Class P Certificate may be required to
deliver certain tax forms pursuant to Section 5.02 of the Agreement.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar or any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

Date of Authentication:

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                   EXHIBIT C-3

                          [FORM OF CLASS R CERTIFICATE]

      THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
      "RESIDUAL INTEREST" IN EACH OF FIVE "REAL ESTATE MORTGAGE INVESTMENT
      CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
      860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

      THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE SENIOR, CLASS M, CLASS B
      AND CLASS CE CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN
      AND IN THE AGREEMENT.

      THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL
      SUCH TIME AS DESCRIBED IN THE AGREEMENT.

      THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      A HOLDER OF THIS CLASS R CERTIFICATE MAY BE REQUIRED TO DELIVER CERTAIN
      TAX FORMS PURSUANT TO SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      WILL BE REGISTERED.

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY
      BE MADE ONLY IF (1) THE PROPOSED TRANSFEREE PROVIDES AN AFFIDAVIT TO THE
      CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
      ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
      FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
      SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1
      OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
      SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
      1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
      CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
      ORGANIZATION"), (D) AN AGENT OF A DISQUALIFIED ORGANIZATION OR (E) ANY
      PERSON THAT CAUSES INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A
      FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
      APPLICABLE INCOME TAX TREATY, OF THAT PERSON OR ANY OTHER U.S. PERSON AND
      (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION
      OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
      RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
      DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
      REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
      AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
      PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE
      BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02 OF THE
      AGREEMENT. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
      FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R CERTIFICATE.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 2006-3, CLASS R

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of fixed-rate and adjustable-rate one- to four-family first and second
lien mortgage loans formed and sold by

                WELLS FARGO ASSET SECURITIES CORPORATION

Series 2006-3, Class R                   Servicer: Wells Fargo Bank, N.A.

Date of Pooling and Servicing            Trustee: HSBC Bank USA, National
Agreement: December 21, 2006             Association

First Distribution Date: January 25,     Closing Date: December 21, 2006
2007
                                         Percentage Interest: 100%
No.

CUSIP: 9497EB AR 0

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________________ is the registered owner
of the Percentage Interest set forth above in that certain beneficial ownership
interest evidenced by the Class R Certificate in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wells Fargo Asset Securities Corporation (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement),
the Servicer, the Securities Administrator and the Trustee, a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in the amount required to be distributed to the Holder of Class R
Certificate on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class R Certificate, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing the Percentage Interest specified on the face
hereof.

            The Class R Certificate is limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans and amounts, if any,
received from the Insurer, the Cap Provider and the Swap Provider, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates. In addition, pursuant to
Section 11.01, consent of the Swap Provider shall be required to amend certain
sections of the Agreement.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Securities
Administrator, the Securities Administrator and the Certificate Registrar duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement. None of the Depositor, the Certificate Registrar, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any transferor desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Depositor, the Certificate
Registrar, the Securities Administrator and the Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
to cease to qualify as five separate REMICs or cause the imposition of a tax
upon the Trust.

            In addition, a holder of the Class R Certificate may be required to
deliver certain tax forms pursuant to Section 5.02 of the Agreement.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement,
subject to certain conditions set forth in Article X of the Agreement, to
purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at the Termination Price on the Optional
Termination Date. The exercise of such right will effect early retirement of the
Certificates.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as
                                          Securities Administrator

                                       By:______________________________________
                                          Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

            This is the one of the Certificates referred to in the
within-mentioned Agreement.

Date of Authentication:

                                       Wells Fargo Bank, N.A., as
                                          Certificate Registrar

                                       By:______________________________________
                                          Authorized Signatory

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT - Custodian
                                                           (Cust)(Minor)
TEN ENT - as tenants by the entireties                     under Uniform Gifts
                                                           to Minors Act
JT TEN - as joint tenants with right                       ___________________
         of survivorship and not as                              (State)
         tenants in common

            Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto__________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ______________________________________
                                        Signature by or on behalf of
                                        assignor

                                        ______________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number __________,
or, if mailed by check, to __________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _____________________________________________,
the assignee named above, or ________________________________________,
as its agent.

<PAGE>

                                    EXHIBIT D

                 Addresses for Requesting Mortgage Loan Schedule

In the case of the Depositor:

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland 21703
Attention: Vice President - Structured Finance

In the case of the Securities Administrator:

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Client Manager - WFHET 2006-3

<PAGE>

                                    EXHIBIT E

                           FORM OF REQUEST FOR RELEASE

Wells Fargo Bank, N.A.
1015 10th Avenue Southeast
Minneapolis, Minnesota 55414
Attention: WFHET Series 2006-3

      Re:   Pooling and Servicing Agreement dated as of December 21, 2006 among
            Wells Fargo Asset Securities Corporation, as depositor, Wells Fargo
            Bank, N.A., as servicer, Wells Fargo Bank, National Association, as
            securities administrator and HSBC Bank USA, National Association, as
            trustee

            All capitalized terms used herein shall have the means ascribed to
them in the Pooling and Servicing Agreement (the "Agreement") referenced above.

            In connection with the administration of the Mortgage Loans held by
you as Custodian pursuant to the Agreement, we request the release, and hereby
acknowledge receipt, of the Custodian's Mortgage File for the Mortgage Loan
described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_____ 1.    Mortgage Paid in Full

_____ 2.    Foreclosure

_____ 3.    Substitution

_____ 4.    Other Liquidation (Repurchases, etc.)

_____ 5.    Nonliquidation    Reason:______________________________

                              By:__________________________________
                                 (authorized signer)

                              Issuer:______________________________

                              Address:_____________________________

                              _____________________________________

                              Date:________________________________

Custodian

[_______________________________]


            Please acknowledge the execution of the above request by your
signature and date below:

___________________________         ________________________________
      Signature                     Date

Documents returned to Custodian:

___________________________         ________________________________
      Custodian                     Date

<PAGE>

                                   EXHIBIT F-1

                    FORM OF CUSTODIAN'S INITIAL CERTIFICATION

                                                                            Date

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21405
Attention: Client Manager- WFHET Series 2006-3

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, Maryland  21703

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018
Attention: WFHET 2006-3

      Re:   Pooling and Servicing Agreement (the "Pooling and Servicing
            Agreement"), dated as of December 21, 2006 among Wells Fargo Asset
            Securities Corporation, as depositor, Wells Fargo Bank, N.A., as
            servicer, Wells Fargo Bank, National Association, as securities
            administrator and HSBC Bank USA, National Association, as trustee,
            with respect to Wells Fargo Asset Securities Corporation, Home
            Equity Asset Backed Certificates, Series 2006-3__

Ladies and Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Custodian, hereby certifies that it has received
original Mortgage Note (as described in Section 2.01(a)(i)) relating to each
Mortgage Loan listed in the Mortgage Loan Schedule as defined in the Pooling and
Servicing Agreement, subject to any exceptions noted on Schedule I hereto.

            The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this initial certification.
The Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Pooling and Servicing Agreement and the Pooling and
Servicing Agreement sections cross-referenced therein.

                                       WELLS FARGO BANK, N.A.
                                          as Custodian

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT F-2

                     FORM OF CUSTODIAN'S FINAL CERTIFICATION

                                                                          [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21405
Attention: Client Manager- WFHET Series 2006-3

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, Maryland  21703

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018
Attention: WFHET 2006-3

      Re:   Pooling and Servicing Agreement (the "Pooling and Servicing
            Agreement"), dated as of December 21, 2006 among Wells Fargo Asset
            Securities Corporation, as depositor, Wells Fargo Bank, N.A., as
            servicer, Wells Fargo Bank, National Association, as securities
            administrator and HSBC Bank USA, National Association, as trustee,
            with respect to Wells Fargo Asset Securities Corporation, Home
            Equity Asset Backed Certificates, Series 2006-3__

Ladies and Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule as defined in the Pooling and
Servicing Agreement (other than any Mortgage Loan paid in full or listed on
Schedule I hereto), it has received the applicable documents listed in Section
2.01(a) of the Pooling and Servicing Agreement.

            The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedules, other than any Mortgage Loan listed
on Schedule I hereto, it has reviewed the applicable documents listed in Section
2.01 of the Pooling and Servicing Agreement and has determined that each such
document appears to have been executed and appear regular on their face, and
that such documents relate to the Mortgage Loans identified in the Mortgage Loan
Schedule based on a comparison of the Mortgage Loan identifying number,
Mortgagor name and street address.

            The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this final certification. The
Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                       WELLS FARGO BANK, N.A.,
                                          as Custodian

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT G

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

    [Included as Exhibit 10.1 to the Current Report on Form 8-K pursuant to

              which this Pooling and Servicing Agreement is filed]

<PAGE>

                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

            Personally appeared before me the undersigned authority to
administer oaths, ______________________ who first being duly sworn deposes and
says: Deponent is ______________________ of ______________________________,
successor by merger to _________________________________________ ("Seller") and
who has personal knowledge of the facts set out in this affidavit.

            On ___________________, _________________________ did
execute and deliver a promissory note in the principal amount of
$__________.

            That said note has been misplaced or lost through causes unknown and
is presently lost and unavailable after diligent search has been made. Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and Seller is still owner and holder in
due course of said lost note.

            Seller executes this Affidavit for the purpose of inducing
[_______________________________], as trustee on behalf of Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 2006-3, to
accept the transfer of the above described loan from Seller.

            Seller agrees to indemnify and hold harmless
[____________________________] and Wells Fargo Asset Securities Corporation for
any losses incurred by such parties resulting from the above described
promissory note has been lost or misplaced.

                                        By:___________________________________
                                        ______________________________________

STATE OF                )
                        )  SS:
COUNTY OF               )

            On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged
the extension of the foregoing and who, having been duly sworn, states that any
representations therein contained are true.

            Witness my hand and Notarial Seal this ____ day of _______
20__.

My commission expires ________.

<PAGE>

                                    EXHIBIT I

                       FORM OF ERISA REPRESENTATION LETTER

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Client Manager - WFHET, Series 2006-3

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

      Re:   Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 2006-3__

Ladies and Gentlemen:

            1. [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.] [The undersigned,
___________________, is the transferee (the "Transferee").]

            2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Wells Fargo Asset
Securities Corporation, as depositor (the "Depositor"), Wells Fargo Bank, N.A.,
as servicer, Wells Fargo Bank, National Association, as securities
administrator, and HSBC Bank USA, National Association, as trustee (the
"Trustee"), no transfer of the ERISA-Restricted Certificates shall be permitted
to be made to any person unless the Depositor and the Certificate Registrar (as
defined in the Agreement) have received a certificate from such transferee in
the form hereof.

            3. The Transferee is not an employee benefit plan subject to Section
406 or Section 407 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or any materially similar provisions of applicable federal,
state or local law ("Similar Law"), the Trustee of any such plan.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.

            IN WITNESS WHEREOF, the Transferee has executed this certificate.

                                        ______________________________________
                                        [Transferee]



                                        By:___________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT J

                       FORM OF RULE 144A INVESTMENT LETTER
                                     [DATE]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Client Manager - WFHET, Series 2006-3

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Barclays Bank PLC
200 Park Avenue
New York, New York 10166

      Re:   Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 2006-3__

Ladies and Gentlemen:

            In connection with our acquisition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 2006-3
(the "Certificates"), we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as amended (the
"Act"), or any state securities laws and are being transferred to us in a
transaction that is exempt from the registration requirements of the Act and any
such laws, (b) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (c) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (d) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

            In addition, we certify that we will provide any tax forms required
pursuant to Section 5.02 of the Agreement.

                                       Very truly yours,

                                       [NAME OF TRANSFEREE]

                                       By:______________________________________
                                          Authorized Officer

<PAGE>

                                                            ANNEX 1 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

            ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $____________(1) in securities (except
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.

            ___ Corporation, etc. The Buyer is a corporation (other than a bank,
            savings and loan association or similar institution), Massachusetts
            or similar business trust, partnership, or charitable organization
            described in Section 501(c)(3) of the Internal Revenue Code of 1986,
            as amended.

            ___ Bank. The Buyer (a) is a national bank or banking institution
            organized under the laws of any State, territory or the District of
            Columbia, the business of which is substantially confined to banking
            and is supervised by the State or territorial banking commission or
            similar official or is a foreign bank or equivalent institution, and
            (b) has an audited net worth of at least $25,000,000 as demonstrated
            in its latest annual financial statements, a copy of which is
            attached hereto.

            ___ Savings and Loan. The Buyer (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto.

            ___ Broker-dealer. The Buyer is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934.

            ___ Insurance Company. The Buyer is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, territory
            or the District of Columbia.

            ___ State or Local Plan. The Buyer is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

            ___ ERISA Plan. The Buyer is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

            ___ Investment Advisor. The Buyer is an investment advisor
            registered under the Investment Advisors Act of 1940.

            ___ Small Business Investment Company. Buyer is a small business
            investment company licensed by the U.S. Small Business
            Administration under Section 301(c) or (d) of the Small Business
            Investment Act of 1958.

            ___   Business Development Company. Buyer is a business
            development company as defined in Section 202(a)(22) of the
            Investment Advisors Act of 1940.

            iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

            iv. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

            v. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

            vi. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                                       _________________________________________
                                       Print Name of Buyer

                                       By:______________________________________
                                          Name:
                                          Title:

                                       Date:____________________________________


-------------------------

(1) Buyer must own and/or invest on a discretionary basis at least $__________
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $__________ in securities.

<PAGE>

                                                            ANNEX 2 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

            2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

            ___ The Buyer owned $____________ in securities (other than the
            excluded securities referred to below) as of the end of the Buyer's
            most recent fiscal year (such amount being calculated in accordance
            with Rule 144A).

            ___ The Buyer is part of a Family of Investment Companies which
            owned in the aggregate $________ in securities (other than the
            excluded securities referred to below) as of the end of the Buyer's
            most recent fiscal year (such amount being calculated in accordance
            with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

            5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

            6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.

                                        ________________________________________
                                        Print Name of Buyer or Adviser

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        IF AN ADVISER:

                                        ________________________________________
                                        Print Name of Buyer

                                        Date:___________________________________

<PAGE>

                                    EXHIBIT K

                 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

                    WELLS FARGO ASSET SECURITIES CORPORATION,
              HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 2006-3


STATE OF                )
                        ) ss.:
COUNTY OF               )


            The undersigned, being first duly sworn, deposes and says as
follows:

            1. The undersigned is [an officer of] ____________________, the
proposed Transferee of an Ownership Interest in the Class R Certificates (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the
"Agreement"), relating to the above-referenced Certificates, among Wells Fargo
Asset Securities Corporation, as depositor, Wells Fargo Bank, N.A., as servicer,
Wells Fargo Bank, National Association, as securities administrator, and
[_______________________________], as trustee (the "Trustee"). Capitalized terms
used, but not defined herein shall have the meanings ascribed to such terms in
the Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.

            2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificates either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are
Disqualified Organization; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is a Disqualified Organization, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is not a Disqualified Organization and, at the time
of Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is a
Disqualified Organization is the record holder of an interest in such entity.
The Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is not a Disqualified Organization and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)

            5. The Transferee has reviewed the provisions of Section 5.02 of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02 of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees that
any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Securities Administrator a certificate to
the effect that such Transferee has no actual knowledge that the Person to which
the Transfer is to be made is not a Permitted Transferee.

            7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

            8. The Transferee's taxpayer identification number is
____________________.

            9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

            10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

            11. That the Transferee will not cause income from the Class R
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other U.S. Person.

            12. That, if the Transferee is purchasing the Class R Certificate in
a transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.

            13. The Transferee is not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code or a plan or
arrangement subject to any materially similar provisions of applicable federal,
state or local law, nor are we acting on behalf of such a plan.

<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this
instrument to be executed on its behalf, pursuant to authority of its
Board of Directors, by its duly authorized officer, duly attested, this
____  day of __________________, 20__.

                                       [NAME OF TRANSFEREE]

                                       By:______________________________________
                                          Name:
                                          Title:

[Corporate Seal]

ATTEST:

[Assistant] Secretary

            Personally appeared before me the above-named ____________ , known
or proved to me to be the same person who executed the foregoing instrument and
to be the ____________________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

            Subscribed and sworn before me this ____  day of ________ ,
20__.

                                        ______________________________________
                                        NOTARY PUBLIC

                                        My Commission expires the ____
                                        day of ________________, 20__.

<PAGE>

                                  ATTACHMENT A

                                       to

                   AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
                  THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


Check the appropriate box:


[_] The consideration paid to the Transferee to acquire the Class R Certificate
equals or exceeds the excess of (a) the present value of the anticipated tax
liabilities over (b) the present value of the anticipated savings associated
with holding such Certificate, in each case calculated in accordance with U.S.
Treasury Regulations Sections 1.860E-1(c)(7) and (8), computing present values
using a discount rate equal to the short-term Federal rate prescribed by Section
1274(d) of the Code and the compounding period used by the Transferee.

            OR

[_] The transfer of the Class R Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

                  a.    the Transferee is an "eligible corporation," as defined
                        in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
                        as to which income from Class R Certificate will only be
                        taxed in the United States;

                  b.    at the time of the transfer, and at the close of the
                        Transferee's two fiscal years preceding the year of the
                        transfer, the Transferee had gross assets for financial
                        reporting purposes (excluding any obligation of a person
                        related to the Transferee within the meaning of U.S.
                        Treasury Regulations Section 1.860E-1(c)(6)(ii)) in
                        excess of $100 million and net assets in excess of $10
                        million;

                  c.    the Transferee will transfer the Class R Certificate
                        only to another "eligible corporation," as defined in
                        U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in
                        a transaction that satisfies the requirements of
                        Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
                        1.860E-1(c)(5) of the U.S. Treasury Regulations;

                  d.    the Transferee has determined the consideration paid to
                        it to acquire the Class R Certificate based on
                        reasonable market assumptions (including, but not
                        limited to, borrowing and investment rates, prepayment
                        and loss assumptions, expense and reinvestment
                        assumptions, tax rates and other factors specific to the
                        Transferee) that it has determined in good faith; and

                  e.    in the event of any transfer of the Class R Certificate
                        by the Transferee, the Transferee will require its
                        transferee to complete a representation in the form of
                        this Attachment A as a condition of the transferee's
                        purchase of the Class R Certificate.

<PAGE>

                                    EXHIBIT L

    FORM OF TRANSFEROR CERTIFICATE FOR THE CLASS B-4, CLASS CE, CLASS P AND
                              CLASS R CERTIFICATES

                                                                          [DATE]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Client Manager - WFHET, Series 2006-3

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

      Re:   Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 2006-3__

Ladies and Gentlemen:

            In connection with our disposition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 2006-3,
Class [_] (the "Certificates"), we certify that (a) we understand that the
Certificates have not been registered under the Securities Act of 1933, as
amended (the "Act"), and are being disposed by us to a "qualified institutional
buyer" as defined under the Act and (b) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, in a
manner that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act.

                                       Very truly yours,

                                       [_____________________]

                                       By:______________________________

<PAGE>

                                    EXHIBIT M

                                   PMI Policy

    [Included as Exhibit 10.4 to the Current Report on Form 8-K pursuant to
              which this Pooling and Servicing Agreement is filed]

<PAGE>

                                   EXHIBIT N-1

                      Form of Interest Rate Swap Agreement

    [Included as Exhibit 10.2 to the Current Report on Form 8-K pursuant to

              which this Pooling and Servicing Agreement is filed]

<PAGE>

                                   EXHIBIT N-2

                       Form of Interest Rate Cap Agreement

    [Included as Exhibit 10.3 to the Current Report on Form 8-K pursuant to

              which this Pooling and Servicing Agreement is filed]

<PAGE>

                                    EXHIBIT O

                      Form of Sarbanes-Oxley Certification

                    WELLS FARGO ASSET SECURITIES CORPORATION,
              HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 2006-3

            I, [__________________] certify that:

1.    I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the Wells Fargo Home Equity Asset-Backed Securities 2006-3
      Trust (the "Exchange Act Periodic Reports");

2.    Based on my knowledge, the Exchange Act Periodic Reports, taken as a
      whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;

3.    Based on my knowledge, all of the distribution, servicing and other
      information required to be provided under Form 10-D for the period covered
      by this report is included in the Exchange Act Periodic Reports;

4.    I am responsible for reviewing the activities performed by the Servicer
      and based upon my knowledge and the compliance review conducted in
      preparing the servicer compliance statement required in this report under
      Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      Periodic Reports, the Servicer has fulfilled its obligations under the
      pooling and servicing agreement, dated [_____], 20 , among Wells Fargo
      Asset Securities Corporation, as depositor, Wells Fargo Bank N.A., as
      securities administrator, Wells Fargo Bank, N.A., as servicer, and HSBC
      Bank USA, National Association, as trustee; and

5.    All of the reports on assessment of compliance with the servicing criteria
      for asset-backed securities and their related attestation reports on
      assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT P

     Form of Certification to be Provided by the Securities Administrator to
                                  the Servicer

                    WELLS FARGO ASSET SECURITIES CORPORATION,
              HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 2006-3

            I, [identify the certifying individual], certify to Wells Fargo
Bank, N.A. and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

1.    I have reviewed the annual report on Form 10-K for the fiscal year [___]
      (the "Annual Report"), and all reports on Form 10-D required to be filed
      in respect of period covered by the Annual Report (collectively with the
      Annual Report, the "Reports"), of the Trust;

2.    To my knowledge, the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      the Annual Report;

3.    To my knowledge, the distribution information required to be provided by
      the Securities Administrator under the pooling and servicing agreement
      (the "Pooling and Servicing Agreement"), dated [_____], 20 , among Wells
      Fargo Asset Securities Corporation, as depositor, Wells Fargo Bank N.A.,
      as securities administrator, Wells Fargo Bank, N.A., as servicer, and HSBC
      Bank USA, National Association, as trustee, for inclusion in the Reports
      is included in the Reports;

4.    I am responsible for reviewing the activities performed by the Securities
      Administrator under the Pooling and Servicing Agreement, and based on my
      knowledge and the compliance review conducted in preparing the compliance
      statement of the Securities Administrator required in the Annual Report
      under Item 1123 of Regulation AB, and except as disclosed in the Reports,
      the Securities Administrator has fulfilled its obligations under the
      Pooling and Servicing Agreement in all material respects; and

5.    The report on assessment of compliance with servicing criteria for
      asset-backed securities of the Securities Administrator and its related
      attestation report on assessment of compliance with servicing criteria
      required to be included in the Annual Report in accordance with Item 1122
      of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
      included as an exhibit to the Annual Report. Any material instances of
      non-compliance are described in such report and have been disclosed in the
      Annual Report.

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT Q

                           List of Recordation States

                                    Maryland

                                     Florida

<PAGE>

                                    EXHIBIT R

                           Form of Custodial Agreement

            THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of December 21, 2006, by and among HSBC BANK
USA, NATIONAL ASSOCIATION, not individually, but solely as Trustee (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trustee"), WELLS FARGO ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Depositor"), WELLS FARGO BANK, N.A. (together with
any successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Servicer") and WELLS FARGO BANK, N.A. (together with any
successor in interest or any successor appointed hereunder, the "Custodian").

                           W I T N E S S E T H  T H A T

            WHEREAS, the Depositor, the Servicer, and the Trustee, have entered
into a Pooling and Servicing Agreement dated as of December 21, 2006 relating to
the issuance of Home Equity Asset-Backed Certificates, Series 2006-3 (as amended
and supplemented from time to time, the "Pooling and Servicing Agreement"); and

            WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Depositor under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Depositor, the
Servicer and the Custodian hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Pooling and Servicing Agreement, unless
otherwise required by the context herein.

                                   ARTICLE II

                          CUSTODY OF MORTGAGE DOCUMENTS

            Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. Subject to Section 2.3 hereof, the Custodian, as the duly appointed agent
of the Trustee for these purposes, declares that it holds and will hold the
documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and any other documents constituting part of the Owner Mortgage Loan
File or Retained Mortgage Loan File received on or subsequent to the date hereof
(the "Custodial Files") as agent for the Trustee, in trust, for the use and
benefit of all present and future Certificateholders. The Depositor shall give
written notice to the Custodian within 10 business days of the occurrence of a
Document Transfer Event.

            Section 2.2. Recordation of Assignments. Unless an assignment of a
Mortgage is not required to be recorded in accordance with Section 2.01 of the
Pooling and Servicing Agreement, if any Custodial File includes one or more
assignments to the Trustee of Mortgage Notes that have not been recorded, each
such assignment shall be delivered by the Custodian to the Depositor for the
purpose of recording it in the appropriate public office for real property
records, and the Depositor, at no expense to the Custodian, shall promptly cause
to be recorded in the appropriate public office for real property records each
such assignment and, upon receipt thereof from such public office, shall return
each such assignment to the Custodian.

            Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.02 of the Pooling and Servicing Agreement, each Custodial File and
to provide the initial and final certifications in the forms of Exhibits F-1 and
F-2 to the Pooling and Servicing Agreement in accordance with the provisions
thereof. If in performing the review required by this Section 2.3 the Custodian
finds any document or documents constituting a part of a Custodial File to be
missing or defective, the Custodian shall follow the procedures specified in the
Pooling and Servicing Agreement.

            Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Depositor or the Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall follow the procedures specified in the
Pooling and Servicing Agreement.

            Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of
a notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer shall immediately deliver to the Custodian two
copies of a Request for Release or such request in an electronic format
acceptable to the Custodian and shall request delivery to it of the Custodial
File. The Custodian agrees, within five business days of receipt of such Request
for Release, to release the related Custodial File to the Servicer.

            From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Servicer shall deliver to the Custodian two copies of
a Request for Release of a Servicing Officer requesting that possession of the
Custodial File be released to the Servicer and certifying as to the reason for
such release. Upon receipt of the foregoing, the Custodian shall deliver the
Custodial File to the Servicer. The Servicer shall cause each Custodial File
therein so released to be returned to the Custodian when the need therefor by
the Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated
and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Certificate Account to the extent required by the Pooling and Servicing
Agreement or (ii) the Custodial File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially. In
the event of the liquidation of a Mortgage Loan, the Servicer shall deliver two
copies of a Request for Release with respect thereto to the Custodian upon
deposit of the related Liquidation Proceeds in the Certificate Account to the
extent required by the Pooling and Servicing Agreement.

            The Custodian shall maintain records (i) identifying all requests
made by Servicers (other than requests relating to Custodial Files already
released by the Custodian) for the release by the Custodian of Custodial Files
with respect to the Mortgage Loans and (ii) all Custodial Files released by the
Custodian.

            Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which copy shall be added to the related Custodial File and, for all
purposes, shall be considered a part of such Custodial File to the same extent
as all other documents and instruments constituting parts thereof.

                                   ARTICLE III

                            CONCERNING THE CUSTODIAN

            Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodial File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement and in the Pooling
and Servicing Agreement. All provisions of the Pooling and Servicing Agreement
setting forth duties of the Custodian in more detail are hereby incorporated by
reference into this Agreement. Except upon compliance with the provisions of
Section 2.5 of this Agreement and the provisions of the Pooling and Servicing
Agreement, no Mortgage Note or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Depositor or the Servicer or
otherwise released from the possession of the Custodian.

            Section 3.2. Indemnification. The Depositor hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reasons of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Depositor, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fees, or
charge shall have been caused by reason of any negligent act, negligent failure
to act, or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.

            Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.

            Section 3.4. Servicer to Pay Custodian's Fees and Expenses. The
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Servicer will pay or reimburse the Custodian
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Custodian in accordance with any of the provisions of
this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Servicer's obligations regarding payments due to
the Custodian pursuant to this Section 3.4 shall survive the termination of this
Agreement with respect to any fees and expenses due hereunder.

            Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian, upon 30 days written notice to the Depositor, the Servicer, the
Securities Administrator and the Trustee, may resign from the obligations and
duties hereby imposed upon it as such obligations and duties relate to its
acting as Custodian of the Mortgage Loans. Upon receiving such notice of
resignation, the Trustee shall either take custody of the Custodial Files itself
and give prompt notice thereof to the Depositor, the Servicer and the Custodian
or promptly appoint a successor Custodian by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Custodian and
one copy to the successor Custodian. If the Trustee shall not have taken custody
of the Custodial Files and no successor Custodian shall have been so appointed
and have accepted resignation, the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a successor Custodian.

            The Trustee, upon 60 days written notice to the Depositor, the
Servicer, the Securities Administrator and the Custodian, may remove the
Custodian. In such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.

            Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Depositor and the Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Depositor and the Servicer.

            Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            The Custodian and such successor or surviving Person shall notify
the Depositor, the Servicer, the Securities Administratror and the Trustee of
any such merger, conversion or consolidation at least two Business Days prior to
the effective date thereof and shall provide the Depositor, the Servicer and the
Securities Administrator with all information required by the Depositor to
comply with its reporting obligations not later than the effective date of such
merger, conversion or consolidation (unless giving prior notice would be
prohibited by applicable law or by a confidentiality agreement, in which case
notice shall be given by 12 noon eastern time one Business Day after such merger
or consolidation).

            Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodial File.

            Section 3.8. Limitations on the Responsibilities of the Custodian.

            (a) Neither the Custodian nor any of its Affiliates, directors,
officers, agents, counsel, attorneys-in-fact, and employees shall be liable for
any action or omission to act hereunder except for its own or such person's
gross negligence or willful misconduct. Notwithstanding the foregoing sentence,
in no event shall the Custodian or its Affiliates, directors, officers, agents,
counsel, attorneys-in-fact, and employees be held liable for any special,
indirect, punitive or consequential damages resulting from any action taken or
omitted to be taken by it or them hereunder or in connection herewith even if
advised of the possibility of such damages. The provisions of this Section 3.8
shall survive the resignation or removal of the Custodian and the termination of
this Agreement.

            (b) The Custodian shall not be responsible for preparing or filing
any reports or returns relating to federal, state or local income taxes with
respect to this Agreement, other than for the Custodian's compensation or for
reimbursement of expenses.

            (c) The Custodian shall not be responsible or liable for, and makes
no representation or warranty with respect to, the validity, adequacy or
perfection of any lien upon or security interest in any Mortgage File.

            (d) The Custodian shall not be responsible for delays or failures in
performance resulting from acts beyond its control. Such acts shall include, but
not be limited to, acts of God, strikes, lockouts, riots, acts of war or
terrorism, epidemics, nationalization, expropriation, currency restrictions,
governmental regulations superimposed after the fact, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters.

            (e) The duties and obligations of the Custodian shall only be such
as are expressly set forth in this Agreement and the Pooling and Servicing
Agreement or as set forth in a written amendment to this Agreement or the
Pooling and Servicing Agreement executed by the parties hereto or their
successors and assigns. In the event that any provision of this Agreement
implies or requires that action or forbearance be taken by a party, but is
silent as to which party has the duty to act or refrain from acting, the parties
agree that the Custodian shall not be the party required to take the action or
refrain from acting. In no event shall the Custodian have any responsibility to
ascertain or take action except as expressly provided herein.

            (f) Nothing in this Agreement shall be deemed to impose on the
Custodian any duty to qualify to do business in any jurisdiction, other than (i)
any jurisdiction where any Mortgage File is or may be held by the Custodian from
time to time hereunder, and (ii) any jurisdiction where its ownership of
property or conduct of business requires such qualification and where failure to
qualify could have a material adverse effect on the Custodian or its property or
business or on the ability of the Custodian to perform it duties hereunder.

            (g) The Custodian shall have no duty to ascertain whether or not any
cash amount or payment has been received by the Trustee, the Depositor, the
Servicer, the Securities Administrator or any third person.

                                   ARTICLE IV

           DOCUMENTS AND NOTICES REQUIRED TO BE DELIVERED BY CUSTODIAN

      Section 4.1 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports; Exchange Act Reporting. (a) The Custodian
shall furnish, or cause to be furnished in the case of clause (iii), to the
Securities Administrator, 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 2007, the following:

            (i) a report (in form and substance reasonably satisfactory to the
      Securities Administrator and the Depositor) regarding the Custodian'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 Securities Administrator and signed by an
      authorized officer of the Custodian, and shall address, at a minimum, each
      of the Servicing Criteria applicable to the Custodian, as specified in the
      table in Exhibit S to the Pooling and Servicing Agreement;

            (ii) a report of a registered public accounting firm reasonably
      acceptable to the Securities Administrator and the Depositor that attests
      to, and reports on, the assessment of compliance made by the Custodian 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 Securities
      Administrator or the Depositor, such report shall contain or be
      accompanied by a consent of such accounting firm to inclusion or
      incorporation of such report in the Depositor's Registration Statement on
      Form S-3 relating to the Certificates and the Trust's Form 10-K; and

            (iii) an assessment of compliance and accountants' attestation as
      described in paragraphs (i) and (ii) of this Section 4.1(a) with respect
      to each Subcontractor determined by the Custodian pursuant to Section 4.2
      to be "participating in the servicing function" within the meaning of Item
      1122 of Regulation AB.

            An assessment of compliance provided by a Subcontractor pursuant to
Section 4.1(a)(iii) need not address any elements of the Servicing Criteria
applicable to it other than those specified by the Custodian pursuant to Section
4.2.

            No later than 30 days following the end of each fiscal year for the
Trust for which a Form 10-K is required to be filed, the Custodian shall forward
to the Securities Administrator the name of each Subcontractor engaged by it and
what Relevant Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Subcontractor. When the Custodian submits its
assessment to the Securities Administrator, it will also at such time include
the assessment (and attestation pursuant to Section 4.1(a)(ii) hereof) of each
Subcontractor engaged by it.

            (b) Within five (5) calendar days after a Distribution Date, the
Custodian shall provide to the Securities Administrator, to the extent known, in
EDGAR-compatible format, or in such other form as otherwise agreed upon by the
Securities Administrator and the Custodian, the form and substance of any
Additional Form 10-D Disclosure applicable to the Custodian, as indicated in the
table in Exhibit T to the Pooling and Servicing Agreement. The Custodian
acknowledges that the performance by the Securities Administrator of its duties
under Section 3.28(a) of the Pooling and Servicing Agreement relating to the
timely preparation and filing of Form 10-D is contingent upon the Custodian
strictly observing all applicable deadlines in the performance of its duties
under this Section 4.1(b).

            (c) 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 2007, the Custodian
shall provide to the Securities Administrator, to the extent known, in
EDGAR-compatible format, or in such other form as otherwise agreed upon by the
Securities Administrator and the Custodian, the form and substance of any
Additional Form 10-K Disclosure applicable to the Custodian, as indicated in the
table in Exhibit U to the Pooling and Servicing Agreement. The Custodian
acknowledges that the performance by the Securities Administrator of its duties
under Section 3.28(b) of the Pooling and Servicing Agreement relating to the
timely preparation and filing of Form 10-K is contingent upon the Custodian
strictly observing all applicable deadlines in the performance of its duties
under this Section 4.1(c).

            (d) 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 Custodian, the
Custodian shall provide to the Securities Administrator, to the extent known, in
EDGAR-compatible format, or in such other form as otherwise agreed upon by the
Securities Administrator and the Custodian, the form and substance of any Form
8-K Disclosure Information applicable to the Custodian, as indicated in the
table in Exhibit V to the Pooling and Servicing Agreement. The Custodian
acknowledges that the performance by the Securities Administrator 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 Custodian
strictly observing all applicable deadlines in the performance of its duties
under this Section 4.1(d).

            (e) The Custodian shall indemnify the Securities Administrator, each
affiliate of the Securities Administrator, the Trust, each broker dealer acting
as underwriter or initial purchaser of the Certificates, 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, an "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 this Section 4.1 or Section 4.2 hereof by or
            on behalf of the Custodian, or provided under Sections 4.1 or 4.2 by
            or on behalf of any Subcontractor (collectively, the "Custodian
            Information"), or (B) the omission or alleged omission to state in
            the Custodian Information a material fact required to be stated in
            the Custodian 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 Custodian Information and not to any other
            information communicated in connection with a sale or purchase of
            securities, without regard to whether the Custodian Information or
            any portion thereof is presented together with or separately from
            such other information; or

                  (ii) any failure by the Custodian or any Subcontractor engaged
            by the Custodian to deliver any information, report, certification,
            accountants' letter or other material when and as required under
            Sections 4.1 or 4.2, including any failure by the Custodian to
            identify pursuant to Section 4.2 any Subcontractor "participating in
            the servicing function" within the meaning of Item 1122 of
            Regulation AB.

      In the case of any failure of performance described in clause (ii) of this
Section, the Custodian shall promptly reimburse the Securities Administrator 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 Custodian or any
Subcontractor. If the indemnification provided for herein is unavailable to hold
harmless any Indemnified Party, then the Custodian agrees that it shall
contribute to the amount paid or payable by such Indemnified Party as a result
of the losses, claims, damages or liabilities of such Indemnified Party in such
proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Custodian on the other in connection with a breach
of the Custodian's obligations under this Section 4.1 or the Custodian's
negligence, bad faith or willful misconduct in connection therewith.

            4.2 Engagement of Affiliates or Third-Parties. The Custodian shall
not hire or otherwise utilize the services of any Subcontractor to fulfill any
of the obligations of the Custodian as servicer under this Agreement unless the
Custodian complies with the provisions of this Section.

            It shall not be necessary for the Custodian to seek the consent of
the Securities Administrator or the Depositor to the utilization of any
Subcontractor. The Custodian shall promptly upon request provide to the
Securities Administrator (or any designee of Securities Administrator) a written
description (in form and substance satisfactory to the Securities Administrator
and the Depositor) of the role and function of each Subcontractor utilized by
the Custodian, 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, 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.

            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 Custodian shall cause any such Subcontractor used by the
Custodian, for the benefit of the Securities Administrator and the Depositor to
comply with the provisions of Section 4.1 of this Agreement to the same extent
as if such Subcontractor were the Custodian. The Custodian shall be responsible
for obtaining from each Subcontractor and delivering to the Securities
Administrator any assessment of compliance and attestation required to be
delivered by such Subcontractor under Section 4.1, in each case as and when
required to be delivered.

            4.3 Errors and Omissions Policy. The Custodian shall maintain, at
all times and at its own expense, an insurance policy covering losses caused by
errors or omissions of the Custodian and its personnel (such policy, an "Errors
and Omissions Policy"), which policy shall have such terms and coverage amounts
as are comparable to those of errors and omissions policies maintained by
custodians of mortgage loans generally.

            The Errors and Omissions Policy shall insure the Custodian, 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 Custodian in the performance of its duties as Custodian pursuant to this
Agreement.

            The Custodian 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 Custodian.

            4.4 Compliance with Article IV. If (a) the Custodian fails to comply
with its obligations to deliver any assessment of servicing compliance or
registered public accounting firm attestation reports required pursuant to this
Article IV or (b) any Subcontractor engaged by the Custodian fails to comply
with its obligations to deliver any assessment of servicing compliance or
registered public accounting firm attestation reports, the Securities
Administrator, may, after consultation with the Depositor, remove the Custodian
and appoint a successor custodian by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Custodian so removed and one copy
to the successor custodian.

                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

            Section 5.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement, or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.

            Section 5.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Depositor, the
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
written notice to the Custodian of any amendment or supplement to the Pooling
and Servicing Agreement and furnish the Custodian with written copies thereof.

            Section 5.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.

            Section 5.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Servicer and at its expense on direction
by the Trustee, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

            Section 5.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.

            Section 5.6. 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, the Securities
Administrator or the 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 parties hereto shall cooperate fully with the
Servicer, the Securities Administrator and the Depositor to deliver to the
Servicer, the Securities Administrator 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, the Securities
Administrator or the Servicer to permit the Depositor, the Securities
Administrator or the Servicer to comply with the provisions of Regulation AB,
together with such disclosures reasonably believed by the Depositor, the
Securities Administrator or the Servicer to be necessary in order to effect such
compliance.

<PAGE>

            IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

Address:                              HSBC BANK USA,  NATIONAL ASSOCIATION,
                                         as Trustee
452 Fifth Avenue
New York, New York, 10018             By:__________________________________
                                      Name:________________________________
                                      Title:_______________________________

Address:                              WELLS FARGO ASSET SECURITIES CORPORATION,
                                         as Depositor
7430 New Technology Way
Frederick, Maryland 21703             By:__________________________________
                                      Name: Bradley A. Davis
                                      Title: Vice President

Address:                              WELLS FARGO BANK, N.A.,
                                         as Servicer
1 Home Campus
Des Moines, Iowa 50328-0001           By:__________________________________
                                      Name: Bradley A. Davis
                                      Title: Vice President

Address:                              WELLS FARGO BANK, N.A.,
                                         as Custodian
1015 10th Avenue South East
Minneapolis, Minnesota 55414             By:_______________________________
                                         Name:
                                         Title:

<PAGE>

STATE OF MARYLAND       )
                           ss.:
COUNTY OF FREDERICK     )

            On this 21st day of December, 2006, before me, a notary public in
and for the State of Maryland, personally appeared Bradley A. Davis, known to me
who, being by me duly sworn, did depose and say that he resides at Cooksville,
Maryland; that he is Vice President of Wells Fargo Asset Securities Corporation,
a Delaware corporation, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.

_________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>

STATE OF MARYLAND       )
                        ss.:
COUNTY OF FREDERICK     )

            On this 21st day of December, 2006, before me, a notary public in
and for the State of Maryland, personally appeared Bradley A. Davis, known to me
who, being by me duly sworn, did depose and say that he resides at Cooksville,
Maryland; that he is a Vice President of Wells Fargo Bank, N.A., a national
banking association, one of the parties that executed the foregoing instrument;
and that she signed his/her name thereto by order of the Board of Directors of
said corporation.

_________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>

STATE OF NEW YORK       )
                        ss.:
COUNTY OF NEW YORK      )

            On this 21st day of December, 2006, before me, a notary public in
and for the State of New York, personally appeared Fernando Acebedo, known to me
who, being by me duly sworn, did depose and say that he resides at Huntington,
New York; that he is a Vice President of HSBC Bank USA, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that s/he signed his name thereto by order of the Board of
Directors of said corporation.

_________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>

STATE OF MINNESOTA      )
                        ss.:
COUNTY OF HENNEPIN      )

            On this 21st day of December, 2006, before me, a notary public in
and for the State of Minnesota, personally appeared Mary B. Hogan, known to me
who, being by me duly sworn, did depose and say that she is a Vice President of
Wells Fargo Bank, N.A., a national banking association, one of the parties that
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of said corporation.

_________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>

                               EXHIBIT S

     Servicing Criteria to be Addressed in Assessment of Compliance

<TABLE>
<CAPTION>
                                    SERVICING CRITERIA                           APPLICABLE SERVICING CRITERIA
------------------------------------------------------------------------------------------------------------------------------------
                                                                            Securities
   Reference                             Criteria                          Administrator  Trustee Servicer  Custodian
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                      <C>            <C>     <C>       <C>
                             General Servicing Considerations

                  Policies and procedures are instituted to monitor any
                  performance or other triggers and events of default in
1122(d)(1)(i)     accordance with the transaction agreements.                    X         X(1)      X

                  If any material servicing activities are outsourced to
                  third parties, policies and procedures are instituted
                  to monitor the third party's performance and
1122(d)(1)(ii)    compliance with such servicing activities.                     X                   X

                  Any requirements in the transaction agreements to
                  maintain a back-up servicer for the mortgage loans are
1122(d)(1)(iii)   maintained.

                  A fidelity bond and errors and omissions policy is in
                  effect on the party participating in the servicing
                  function throughout the reporting period in the amount
                  of coverage required by and otherwise in accordance
1122(d)(1)(iv)    with the terms of the transaction agreements.                  X          X        X          X

                            Cash Collection and Administration

                  Payments on mortgage loans are deposited into the
                  appropriate custodial bank accounts and related bank
                  clearing accounts no more than two business days
                  following receipt, or such other number of days
1122(d)(2)(i)     specified in the transaction agreements.                       X                   X

                  Disbursements made via wire transfer on behalf of an
                  obligor or to an investor are made only by authorized
1122(d)(2)(ii)    personnel.                                                     X                   X

                  Advances of funds or guarantees regarding collections,
                  cash flows or distributions, and any interest or other
                  fees charged for such advances, are made, reviewed and
1122(d)(2)(iii)   approved as specified in the transaction agreements.                     X(2)      X

                  The related accounts for the transaction, such as cash
                  reserve accounts or accounts established as a form of
                  overcollateralization, are separately maintained
                  (e.g., with respect to commingling of cash) as set
1122(d)(2)(iv)    forth in the transaction agreements.                           X                   X

                  Each custodial account is maintained at a federally
                  insured depository institution as set forth in the
                  transaction agreements. For purposes of this
                  criterion, "federally insured depository institution"
                  with respect to a foreign financial institution means
                  a foreign financial institution that meets the
                  requirements of Rule 13k-1(b)(1) of the Securities
1122(d)(2)(v)     Exchange Act.                                                  X                   X

                  Unissued checks are safeguarded so as to prevent
1122(d)(2)(vi)    unauthorized access.                                                               X

                  Reconciliations are prepared on a monthly basis for
                  all asset-backed securities related bank accounts,
                  including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically
                  accurate; (B) prepared within 30 calendar days after
                  the bank statement cutoff date, or such other number
                  of days specified in the transaction agreements; (C)
                  reviewed and approved by someone other than the person
                  who prepared the reconciliation; and (D) contain
                  explanations for reconciling items. These reconciling
                  items are resolved within 90 calendar days of their
                  original identification, or such other number of days
1122(d)(2)(vii)   specified in the transaction agreements.                       X                   X

                            Investor Remittances and Reporting

                  Reports to investors, including those to be filed with
                  the Commission, are maintained in accordance with the
                  transaction agreements and applicable Commission
                  requirements. Specifically, such reports (A) are
                  prepared in accordance with timeframes and other terms
                  set forth in the transaction agreements; (B) provide
                  information calculated in accordance with the terms
                  specified in the transaction agreements; (C) are filed
                  with the Commission as required by its rules and
                  regulations; and (D) agree with investors' or the
                  trustee's records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the
1122(d)(3)(i)     Servicer.                                                      X                   X

                  Amounts due to investors are allocated and remitted in
                  accordance with timeframes, distribution priority and
1122(d)(3)(ii)    other terms set forth in the transaction agreements.           X                   X

                  Disbursements made to an investor are posted within
                  two business days to the Servicer's investor records,
                  or such other number of days specified in the
1122(d)(3)(iii)   transaction agreements.                                        X                   X

                  Amounts remitted to investors per the investor reports
                  agree with cancelled checks, or other form of payment,
1122(d)(3)(iv)    or custodial bank statements.                                  X                   X

                                 Pool Asset Administration

                  Collateral or security on mortgage loans is maintained
                  as required by the transaction agreements or related
1122(d)(4)(i)     mortgage loan documents.                                       X                   X          X

                  Mortgage loan and related documents are safeguarded as
1122(d)(4)(ii)    required by the transaction agreements                                             X          X

                  Any additions, removals or substitutions to the asset
                  pool are made, reviewed and approved in accordance
                  with any conditions or requirements in the transaction
1122(d)(4)(iii)   agreements.                                                               X        X

                  Payments on mortgage loans, including any payoffs,
                  made in accordance with the related mortgage loan
                  documents are posted to the Servicer's obligor records
                  maintained no more than two business days after
                  receipt, or such other number of days specified in the
                  transaction agreements, and allocated to principal,
                  interest or other items (e.g., escrow) in accordance
1122(d)(4)(iv)    with the related mortgage loan documents.                                          X

                  The Servicer's records regarding the mortgage loans
                  agree with the Servicer's records with respect to an
1122(d)(4)(v)     obligor's unpaid principal balance.                                                X

                  Changes with respect to the terms or status of an
                  obligor's mortgage loans (e.g., loan modifications or
                  re-agings) are made, reviewed and approved by
                  authorized personnel in accordance with the
                  transaction agreements and related pool asset
1122(d)(4)(vi)    documents.                                                                         X

                  Loss mitigation or recovery actions (e.g., forbearance
                  plans, modifications and deeds in lieu of foreclosure,
                  foreclosures and repossessions, as applicable) are
                  initiated, conducted and concluded in accordance with
                  the timeframes or other requirements established by
1122(d)(4)(vii)   the transaction agreements.                                                        X

                  Records documenting collection efforts are maintained
                  during the period a mortgage loan is delinquent in
                  accordance with the transaction agreements. Such
                  records are maintained on at least a monthly basis, or
                  such other period specified in the transaction
                  agreements, and describe the entity's activities in
                  monitoring delinquent mortgage loans including, for
                  example, phone calls, letters and payment rescheduling
                  plans in cases where delinquency is deemed temporary
1122(d)(4)(viii)  (e.g., illness or unemployment).                                                   X

                  Adjustments to interest rates or rates of return for
                  mortgage loans with variable rates are computed based
1122(d)(4)(ix)    on the related mortgage loan documents.                                            X

                  Regarding any funds held in trust for an obligor (such
                  as escrow accounts): (A) such funds are analyzed, in
                  accordance with the obligor's mortgage loan documents,
                  on at least an annual basis, or such other period
                  specified in the transaction agreements; (B) interest
                  on such funds is paid, or credited, to obligors in
                  accordance with applicable mortgage loan documents and
                  state laws; and (C) such funds are returned to the
                  obligor within 30 calendar days of full repayment of
                  the related mortgage loans, or such other number of
1122(d)(4)(x)     days specified in the transaction agreements.                                      X

                  Payments made on behalf of an obligor (such as tax or
                  insurance payments) are made on or before the related
                  penalty or expiration dates, as indicated on the
                  appropriate bills or notices for such payments,
                  provided that such support has been received by the
                  servicer at least 30 calendar days prior to these
                  dates, or such other number of days specified in the
1122(d)(4)(xi)    transaction agreements.                                                            X

                  Any late payment penalties in connection with any
                  payment to be made on behalf of an obligor are paid
                  from the Servicer's funds and not charged to the
                  obligor, unless the late payment was due to the
1122(d)(4)(xii)   obligor's error or omission.                                                       X

                  Disbursements made on behalf of an obligor are posted
                  within two business days to the obligor's records
                  maintained by the Servicer, or such other number of
1122(d)(4)(xiii)  days specified in the transaction agreements.                                      X

                  Delinquencies, charge-offs and uncollectible accounts
                  are recognized and recorded in accordance with the
1122(d)(4)(xiv)   transaction agreements.                                        X                   X

                  Any external enhancement or other support, identified
                  in Item 1114(a)(1) through (3) or Item 1115 of
                  Regulation AB, is maintained as set forth in the
1122(d)(4)(xv)    transaction agreements.                                        X
</TABLE>

[_______________________]

Date: _________________________

By:_____________________________
   Name:
   Title:

(1)   This Servicing Criterion applies to the Trustee with respect to Events of
      Default as set forth in the Pooling and Servicing Agreement.

(2)   This Servicing Criterion applies to the Trustee if the Trustee was
      required during the preceding calendar year to make an Advance in
      accordance with Section 7.01 of the Pooling and Servicing Agreement.

<PAGE>

                                    EXHIBIT T

                         ADDITIONAL FORM 10-D DISCLOSURE

                         ADDITIONAL FORM 10-D DISCLOSURE

           Item on Form 10-D                      Party Responsible

     Item 1: Distribution and Pool
        Performance Information

      Information included in the              Securities Administrator
      Distribution Date Statement

Any information required by 1121 which         Securities Administrator
  is NOT included on the Distribution
            Date Statement

       Item 2: Legal Proceedings

Any legal proceeding pending against the
following entities or their respective
property, that is material to
Certificateholders, including any
proceeding known to be contemplated by
governmental authorities:

o Issuing Entity (Trust Fund)                  Securities Administrator

o Sponsor (Seller)                                    Depositor

o Depositor                                           Depositor

o Trustee                                              Trustee

o Securities Administrator                     Securities Administrator

o Custodian                                           Custodian

o 1110(b) Originator                                  Depositor

o Any 1108(a)(3) Servicer (other than                  Servicer
the Master Servicer or Securities
Administrator)

o Any other party contemplated by                     Depositor
1100(d)(1)

 Item 3: Sale of Securities and Use of                Depositor
               Proceeds

Information from Item 2(a) of Part II
of Form 10-Q:

With respect to any sale of securities
by the sponsor, depositor or issuing
entity, that are backed by the same
asset pool or are otherwise issued by
the issuing entity, whether or not
registered, provide the sales and use of
proceeds information in Item 701 of
Regulation S-K. Pricing information can
be omitted if securities were not
registered. If information has been
previously included in a Current Report
on Form 8-K, it need not be furnished.

Item 4: Defaults Upon Senior Securities        Securities Administrator

Information from Item 3 of Part II of
Form 10-Q:

Report the occurrence of any Event of
Default (after expiration of any grace
period and provision of any required
notice)

  Item 5: Submission of Matters to a           Securities Administrator
       Vote of Security Holders

Information from Item 4 of Part II of
Form 10-Q

 Item 6: Significant Obligors of Pool                 Depositor
                Assets

Information from Item 1112(b) -
Significant Obligor Financial
Information*

*This information need only be reported
on the Form 10-D for the distribution
period in which updated information is
required pursuant to the Item.

    Item 7: Significant Enhancement
         Provider Information

Information from Item 1114(b)(2) -
Credit Enhancement Provider Financial
Information*

o Determining applicable disclosure                   Depositor
threshold

o Requesting required financial                       Depositor
information (including any required
accountants' consent to the use
thereof) or effecting incorporation by
reference

    Information from Item 1115(b) -
   Derivative Counterparty Financial
             Information*

o Determining current maximum probable                Depositor
exposure

o Determining current significance                    Depositor
percentage

o Requesting required financial                       Depositor
information (including any required
accountants' consent to the use
thereof) or effecting incorporation by
reference

    *This information need only be
   reported on the Form 10-D for the
 distribution period in which updated
  information is required pursuant to
              the Items.

       Item 8: Other Information            Any party responsible for the
                                         applicable Form 8-K Disclosure item
Disclose any information required to
be reported on Form 8-K during the
period covered by the Form 10-D but
not reported

           Item 9: Exhibits

    Distribution Date Statement to             Securities Administrator
          Certificateholders

   Exhibits required by Item 601 of       Depositor (unless previously filed
            Regulation S-K                under Current Report on Form 8-K)

<PAGE>

                                   EXHIBIT U

                         ADDITIONAL FORM 10-K DISCLOSURE

                         ADDITIONAL FORM 10-K DISCLOSURE

           Item on Form 10-K                      Party Responsible

  Item 1B: Unresolved Staff Comments                  Depositor

      Item 9B: Other Information         Any party responsible for disclosure
Disclose any information required to              items on Form 8-K
be reported on Form 8-K during the
fourth quarter covered by the Form
10-K but not reported

Item 15: Exhibits, Financial Statement         Securities Administrator
               Schedules                              Depositor

   Reg AB Item 1112(b): Significant
        Obligors of Pool Assets

Significant Obligor Financial Depositor
Information*

*This information need only be reported
on the Form 10-K if updated information
is required pursuant to the Item.

    Reg AB Item 1114(b)(2): Credit
    Enhancement Provider Financial
             Information*

o Determining applicable disclosure                   Depositor
threshold

o Requesting required financial                       Depositor
information (including any required
accountants' consent to the use
thereof) or effecting incorporation by
reference

*This information need only be
reported on the Form 10-K if updated
information is required pursuant to
the Item.

    Reg AB Item 1115(b): Derivative
  Counterparty Financial Information*

o Determining current maximum probable                Depositor
exposure

o Determining current significance                    Depositor
percentage

o Requesting required financial                       Depositor
information (including any required
accountants' consent to the use
thereof) or effecting incorporation by
reference

*This information need only be
reported on the Form 10-K if updated
information is required pursuant to
the Item.

  Reg AB Item 1117: Legal Proceedings

Any legal proceeding pending against the
following entities or their respective
property, that is material to
Certificateholders, including any
proceeding known to be contemplated by
governmental authorities:

o Issuing Entity (Trust Fund)                  Securities Administrator

o Sponsor (Seller)                                    Depositor

o Depositor                                           Depositor

o Trustee                                              Trustee

o Securities Administrator                     Securities Administrator

o Custodian                                           Custodian

o 1110(b) Originator                                  Depositor

o Any 1108(a)(3) Servicer (other than                  Servicer
the Master Servicer or Securities
Administrator)

o Any other party contemplated by                     Depositor
1100(d)(1)

  Reg AB Item 1119: Affiliations and
             Relationships

Whether (a) the Sponsor (Seller),          Depositor as to (a) with respect to
Depositor or Issuing Entity is an            the Depositor and the Sponsor
affiliate of the following parties, and    Securities Administrator as to (a)
(b) to the extent known and material,       with respect to the Issuing Entity
any of the following parties are
affiliated with one another:

o Securities Administrator                     Securities Administrator

o Trustee                                              Trustee

o Any other 1108(a)(3) servicer                        Servicer

o Any 1110 Originator                                 Depositor

o Any 1112(b) Significant Obligor                     Depositor

o Any 1114 Credit Enhancement Provider                Depositor

o Any 1115 Derivative Counterparty                    Depositor
Provider

o Any other 1101(d)(1) material party                 Depositor

Whether there are any "outside the       Depositor as to (a) with respect to
ordinary course business arrangements"      the Depositor and the Sponsor
other than would be obtained in an        Securities Administrator as to (a)
arm's length transaction between (a)      with respect to the Issuing Entity
the Sponsor (Seller), Depositor or
Issuing Entity on the one hand, and
(b) any of the following parties (or
their affiliates) on the other hand,
that exist currently or within the
past two years and that are material
to a Certificateholder's understanding
of the Certificates:

o Securities Administrator                     Securities Administrator

o Trustee                                              Trustee

o Any other 1108(a)(3) servicer                        Servicer

o Any 1110 Originator                                 Depositor

o Any 1112(b) Significant Obligor                     Depositor

o Any 1114 Credit Enhancement Provider                Depositor

o Any 1115 Derivate Counterparty                      Depositor
Provider

o Any other 1101(d)(1) material party                 Depositor

Whether there are any specific           Depositor as to (a) with respect to
relationships involving the                 the Depositor and the Sponsor
transaction or the pool assets between    Securities Administrator as to (a)
(a) the Sponsor (Seller), Depositor or    with respect to the Issuing Entity
Issuing Entity on the one hand, and
(b) any of the following parties (or
their affiliates) on the other hand,
that exist currently or within the
past two years and that are material:

o Master Servicer                                  Master Servicer

o Securities Administrator                     Securities Administrator

o Trustee                                              Trustee

o Any other 1108(a)(3) servicer                        Servicer

o Any 1110 Originator                                 Depositor

o Any 1112(b) Significant Obligor                     Depositor

o Any 1114 Credit Enhancement Provider                Depositor

o Any 1115 Derivate Counterparty                      Depositor
Provider

o Any other 1101(d)(1) material party                 Depositor

<PAGE>

                                    EXHIBIT V

                         FORM 8-K DISCLOSURE INFORMATION

                         FORM 8-K DISCLOSURE INFORMATION

           Item on Form 10-K                      Party Responsible

   Item 1.01- Entry into a Material        All parties to the Pooling and
         Definitive Agreement           Servicing Agreement and the Custodian
                                        as to each agreement to which it is a
                                                        party

Disclosure is required regarding entry
into or amendment of any definitive
agreement that is material to the
securitization, even if depositor is not
a party.

Examples: servicing agreement,
custodial agreement.

Note: disclosure not required as to
definitive agreements that are fully
disclosed in the prospectus

 Item 1.02- Termination of a Material       All parties to the Pooling and
         Definitive Agreement           Servicing Agreement and the Custodian
                                        as to each agreement to which it is a
                                                        party

Disclosure is required regarding
termination of any definitive agreement
that is material to the securitization
(other than expiration in accordance
with its terms), even if depositor is
not a party.

Examples: servicing agreement,
custodial agreement.

 Item 1.03- Bankruptcy or Receivership                Depositor

Disclosure is required regarding the
bankruptcy or receivership, with respect
to any of the following:

o Sponsor (Seller)                                    Depositor

o Depositor                                           Depositor

o Any other 1108(a)(3) servicer                        Servicer

o Trustee                                              Trustee

o Securities Administrator                     Securities Administrator

o Significant Obligor                                 Depositor

o Credit Enhancer (10% or more)                       Depositor

o Derivative Counterparty                             Depositor

o Custodian                                           Custodian

   Item 2.04- Triggering Events that           Securities Administrator
    Accelerate or Increase a Direct
 Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement

Includes an early amortization,
performance trigger or other event,
including event of default, that would
materially alter the payment
priority/distribution of cash
flows/amortization schedule.

Disclosure will be made of events other
than waterfall triggers which are
disclosed in the monthly statements to
the certificateholders.

  Item 3.03- Material Modification to          Securities Administrator
      Rights of Security Holders

Disclosure is required of any material
modification to documents defining the
rights of Certificateholders, including
the Pooling and Servicing Agreement.

 Item 5.03- Amendments of Articles of          Securities Administrator
  Incorporation or Bylaws; Change of                  Depositor
              Fiscal Year

Disclosure is required of any amendment
"to the governing documents of the
issuing entity".

   Item 6.01- ABS Informational and                   Depositor
        Computational Material

   Item 6.02- Change of Servicer or            Securities Administrator
       Securities Administrator                        Servicer

Requires disclosure of any removal,
replacement, substitution or addition of
any master servicer, affiliated
servicer, other servicer servicing 10%
or more of pool assets at time of
report, other material servicers or
trustee.

Reg AB disclosure about any new servicer       Securities Administrator
or master servicer is also required.                   Servicer

Reg AB disclosure about any successor              successor trustee
Trustee is also required.

      Item 6.03- Change in Credit                     Depositor
    Enhancement or External Support            Securities Administrator

Covers termination of any enhancement in
manner other than by its terms, the
addition of an enhancement, or a
material change in the enhancement
provided. Applies to external credit
enhancements as well as derivatives.

Reg AB disclosure about any new                       Depositore
enhancement provider is also required.

 Item 6.04- Failure to Make a Required         Securities Administrator
             Distribution

  Item 6.05- Securities Act Updating                  Depositor
              Disclosure

If any material pool characteristic
differs by 5% or more at the time of
issuance of the securities from the
description in the final prospectus,
provide updated Reg AB disclosure about
the actual asset pool.

If there are any new servicers or                     Depositor
originators required to be disclosed
under Regulation AB as a result of the
foregoing, provide the information
called for in Items 1108 and 1110
respectively.

     Item 7.01- Reg FD Disclosure                    All parties to
                                                the Pooling and Servicing
                                               Agreement and the Custodian

        Item 8.01- Other Events                       Depositor
                                               Securities Administrator

   Any event, with respect to which
  information is not otherwise called
 for in Form 8-K, that the registrant
        deems of importance to
          certificateholders.

  Item 9.01- Financial Statements and                 Depositor
               Exhibits                        Securities Administrator

<PAGE>

                                    EXHIBIT W

                       Additional Disclosure Notification

**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM AND VIA OVERNIGHT MAIL TO THE
ADDRESS IMMEDIATELY BELOW**

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Wells Fargo Bank, N.A., as Securities Administrator
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: Client Manager-  [DEAL NAME]--SEC REPORT PROCESSING

RE:**[Additional Form [10-D][10-K] Disclosure][Form 8-K Disclosure
Information]** Required

Ladies and Gentlemen:

            In accordance with Section [_] of the Pooling and Servicing
Agreement, , dated as of [_________][ ], 2006, among [____________], as
[_______________], [____________], as [_______________], [____________], as
[_______] and [____________], as [_______________]. the undersigned, as
[__________], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

Description of [Additional Form [10-D][10-K] Disclosure][Form 8-K
Disclosure Information]:



List of any Attachments hereto to be included in the [Additional Form
[10-D][10-K] Disclosure][Form 8-K Disclosure Information]:



            Any inquiries related to this notification should be
directed to [_______________________], phone number: [_________]; email
address: [___________________].

                                                [NAME OF PARTY],
                                                as [role]

                                                By:_____________________________
                                                    Name:
                                                    Title: