EXECUTION COPY


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                      WACHOVIA BANK, NATIONAL ASSOCIATION
                                  as Servicer,


              WACHOVIA ASSET SECURITIZATION, INC. 2003-HE2 TRUST,
                                   as Issuer,


                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                as Paying Agent


                                      and


                        U.S. BANK NATIONAL ASSOCIATION,
                              as Indenture Trustee






                            ------------------------
                              SERVICING AGREEMENT

                            Dated as of July 2, 2003
                            ------------------------



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<PAGE>


                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I     Definitions......................................................1

      Section 1.01    Definitions..............................................1

      Section 1.02    Other Definitional Provisions............................1

      Section 1.03    Interest Calculations....................................2

ARTICLE II    Representations and Warranties...................................2

      Section 2.01    Representations and Warranties Regarding the Servicer....2

      Section 2.02    Representations and Warranties of the Issuer.............4

      Section 2.03    Enforcement of Representations and Warranties............4

ARTICLE III   Administration and Servicing of Mortgage Loans...................5

      Section 3.01    The Servicer.............................................5

      Section 3.02    Collection of Certain Mortgage Loan Payments.............7

      Section 3.03    Custodial Duties.........................................9

      Section 3.04    Withdrawals from the Custodial Account..................10

      Section 3.05    Maintenance of Hazard Insurance; Property
                      Protection Expenses.....................................12

      Section 3.06    Modification Agreements.................................14

      Section 3.07    Trust Estate; Related Documents.........................14

      Section 3.08    Realization upon Defaulted Mortgage Loans...............15

      Section 3.09    Management and Sale of REO Property.....................16

      Section 3.10    Issuer and Indenture Trustee to Cooperate...............16

      Section 3.11    Compensation; Payment of Certain Expenses...............17

      Section 3.12    Annual Statement as to Compliance.......................17

      Section 3.13    Annual Servicing Report.................................18

      Section 3.14    Access to Certain Documentation and
                      Information Regarding the Mortgage Loans................18

      Section 3.15    Maintenance of Certain Servicing Insurance Policies.....18

      Section 3.16    Information Required by the Internal Revenue Service
                      and Reports of Foreclosures and Abandonments of
                      Mortgaged Property......................................18

      Section 3.17    Assignments; Recordings of Assignments..................19

      Section 3.18    [Reserved]..............................................19

                                      -i-

<PAGE>


                               TABLE OF CONTENTS
                                  (Continued)
                                                                            Page
                                                                            ----

      Section 3.19    Funding Accounts........................................19

      Section 3.20    [Reserved]..............................................21

      Section 3.21    P&I Advances............................................21

      Section 3.22    Transfer of Mortgage Loans..............................21

      Section 3.23    Notice of Rating Change.................................22

      Section 3.24    Calculation of LIBOR, Note Rate, Net WAC Rate and
                      Maximum Auction Rate....................................23

ARTICLE IV    Servicing Certificate...........................................23

      Section 4.01    Statements to Securityholders...........................23

      Section 4.02    Tax Returns and 1934 Act Reports........................26

ARTICLE V     Note Payment Account............................................26

      Section 5.01    Note Payment Account....................................26

ARTICLE VI    The Servicer....................................................27

      Section 6.01    Liability of the Servicer...............................27

      Section 6.02    Merger or Consolidation of, or Assumption of the
                      Obligations of, the Servicer............................27

      Section 6.03    Limitation on Liability of the Servicer and Others......27

      Section 6.04    Servicer Not to Resign..................................28

      Section 6.05    Delegation of Duties....................................29

      Section 6.06    Payment of Indenture Trustee's, the Paying Agent's
                      and Owner Trustee's Fees and Expenses; Indemnification..29

ARTICLE VII   Default.........................................................31

      Section 7.01    Servicing Default.......................................31

      Section 7.02    Indenture Trustee to Act; Appointment of Successor......33

      Section 7.03    Notification to Securityholders.........................34

ARTICLE VIII  Miscellaneous Provisions........................................35

      Section 8.01    Amendment...............................................35

      Section 8.02    Exhibits................................................35

      Section 8.03    GOVERNING LAW...........................................35

      Section 8.04    Notices.................................................35

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                (Continued)
                                                                            Page
                                                                            ----

      Section 8.05    Severability of Provisions..............................36

      Section 8.06    Protection of Confidential Information..................36

      Section 8.07    Third-Party Beneficiaries...............................36

      Section 8.08    Counterparts............................................36

      Section 8.09    Effect of Headings and Table of Contents................36

      Section 8.10    Termination upon Purchase by the Servicer or
                      Liquidation of All Mortgage Loans; Partial Redemption...36

      Section 8.11    Certain Matters Affecting the Indenture Trustee
                      and the Paying Agent....................................37

      Section 8.12    Owner Trustee, Paying Agent and Indenture Trustee
                      Not Liable for Related Documents........................37

EXHIBITS

EXHIBIT A - MORTGAGE LOAN SCHEDULE...........................................A-1

EXHIBIT B - COLLECTION POLICY............................................... B-1

EXHIBIT C - LIMITED POWER OF ATTORNEY........................................C-1

EXHIBIT D - FORM OF REQUEST FOR RELEASE......................................D-1

                                     -iii-

<PAGE>

     This Servicing  Agreement,  dated as of July 2, 2003 (the "Agreement"),  is
among Wachovia Bank,  National  Association,  as servicer (the "Servicer"),  the
Wachovia Asset  Securitization,  Inc.  2003-HE2 Trust, as issuer (the "Issuer"),
Wachovia Bank, National  Association,  as Paying Agent (the "Paying Agent"), and
U.S. Bank National Association, as indenture trustee (the "Indenture Trustee").

                                   WITNESSETH:

     WHEREAS,  pursuant  to the  terms of the  Purchase  Agreement  (as  defined
herein),  Wachovia  Bank,  National  Association,  as seller (in such  capacity,
"Seller") and as servicer, will sell to Wachovia Asset Securitization,  Inc., as
purchaser (in such capacity, the "Purchaser"), the Initial Mortgage Loans on the
Closing Date, and may sell  Subsequent  Mortgage Loans on one or more Subsequent
Transfer Dates,  together with the Related Documents on the Closing Date and any
Subsequent  Transfer Date, and thereafter all Additional  Balances created on or
after the Cut-Off Date and any such Subsequent Transfer Date;

     WHEREAS,  Wachovia  Asset  Securitization,  Inc.,  as  depositor  (in  such
capacity, the "Depositor"),  will sell the Initial Mortgage Loans and assign all
of its rights under the  Purchase  Agreement  to the Issuer,  together  with the
Related Documents on the Closing Date, and thereafter  Subsequent Mortgage Loans
and Additional  Balances  relating to the Mortgage Loans created on or after the
Cut-Off Date;

     WHEREAS,  pursuant  to the terms of the Trust  Agreement,  the Issuer  will
issue the Certificates;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue the
Notes; and

     WHEREAS, pursuant to the terms of this Agreement, the Servicer will service
the Mortgage Loans directly or through one or more Subservicers.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

     Section 1.01  Definitions.  For all purposes of this  Agreement,  except as
otherwise  expressly  provided herein or unless the context otherwise  requires,
capitalized  terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions  contained in Appendix A to the indenture dated
as of July 2, 2003 (the "Indenture"), among the Issuer, the Paying Agent and the
Indenture  Trustee,  which  is  incorporated  by  reference  herein.  All  other
capitalized terms used herein shall have the meanings specified herein.

                                       1

<PAGE>

     Section 1.02 Other Definitional Provisions.

     (a) All terms  defined in this  Agreement  shall have the defined  meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

     (b) As used in this Agreement and in any certificate or other document made
or delivered  pursuant hereto or thereto,  accounting  terms not defined in this
Agreement or in any such  certificate or other  document,  and accounting  terms
partly defined in this Agreement or in any such  certificate or other  document,
to the extent not  defined,  shall have the  respective  meanings  given to them
under  generally  accepted  accounting  principles.   To  the  extent  that  the
definitions of accounting  terms in this Agreement or in any such certificate or
other document are inconsistent  with the meanings of such terms under generally
accepted accounting  principles,  the definitions contained in this Agreement or
in any such certificate or other document shall control.

     (c) The words "hereof,"  "herein,"  "hereunder" and words of similar import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any  particular  provision of this  Agreement;  Section and  Exhibit  references
contained in this  Agreement  are  references  to Sections and Exhibits in or to
this Agreement  unless  otherwise  specified;  the term  "including"  shall mean
"including  without  limitation";  "or"  shall  include  "and/or";  and the term
"proceeds" shall have the meaning ascribed thereto in the UCC.

     (d) The  definitions  contained in this  Agreement  are  applicable  to the
singular as well as the plural forms of such terms and to the  masculine as well
as the feminine and neuter genders of such terms.

     (e) Any agreement,  instrument or statute  defined or referred to herein or
in any  instrument or  certificate  delivered in connection  herewith means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

     Section 1.03 Interest Calculations.  All calculations of interest hereunder
that are made in respect of the  Principal  Balance of a Mortgage  Loan shall be
made on a daily basis using a 365-day year. All  calculations of interest on the
Notes  shall be made on the basis of the  actual  number of days in an  Interest
Period  and a year  assumed  to  consist of  360-days.  The  calculation  of the
Servicing Fee shall be made on the basis of a 360-day year  consisting of twelve
30-day months. All dollar amounts  calculated  hereunder shall be rounded to the
nearest penny with one-half of one penny being rounded up.

                                   ARTICLE II

                         Representations and Warranties

     Section 2.01  Representations  and Warranties  Regarding the Servicer.  The
Servicer represents and warrants to the Issuer, the Enhancer and for the benefit
of the Indenture  Trustee,  as pledgee of the Mortgage  Loans, as of the Closing
Date:

                                       2

<PAGE>

     (a) The  Servicer is a national  banking  association  duly  organized  and
validly  existing  under the laws of the United States of America and is or will
be in compliance with the laws of each state in which any Mortgaged  Property is
located to the extent  necessary to ensure the  enforceability  of each Mortgage
Loan;

     (b) The Servicer has the power and authority to make, execute,  deliver and
perform  its  obligations  under  this  Agreement  and  all of the  transactions
contemplated under this Agreement,  has taken all necessary  corporate action to
authorize the execution,  delivery and  performance of this  Agreement,  and has
duly executed and delivered this Agreement;

     (c) The  Servicer is not required to obtain the consent of any other Person
or any consents, licenses, approvals or authorizations from, or registrations or
declarations  with, any governmental  authority,  bureau or agency in connection
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement, except for such consents, licenses,  approvals or authorizations,  or
registrations or declarations, as shall have been obtained or filed, as the case
may be;

     (d) The  execution  and delivery of this  Agreement by the Servicer and the
performance and compliance with the terms of this Agreement by the Servicer will
not violate the Articles of Association or Bylaws of the Servicer, or constitute
a material  default (or an event which,  with notice or lapse of time,  or both,
would constitute a material default) under, or result in the material breach of,
any material contract,  agreement or other instrument to which the Servicer is a
party  or which  may be  applicable  to the  Servicer  or any of its  respective
assets;

     (e) No litigation is currently pending, or to the knowledge of the Servicer
threatened,  against the  Servicer,  that in the opinion of the  Servicer  has a
reasonable  likelihood  of  resulting  in  a  material  adverse  effect  on  the
transactions contemplated by this Agreement;

     (f) This Agreement constitutes a legal, valid and binding obligation of the
Servicer,  enforceable against the Servicer in accordance with its terms, except
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,   moratorium  and  other  laws  affecting  the   enforcement  of
creditors'  rights in  general,  as they may be  applied  in the  context of the
insolvency of a national banking  association,  and by general equity principles
(regardless of whether such  enforcement is considered in a proceeding in equity
or at law), and by public policy considerations  underlying the securities laws,
to the extent that such public policy considerations limit the enforceability of
the provisions of this Agreement which purport to provide  indemnification  from
liabilities under applicable securities laws; and

     (g) The  Servicer is not in default  with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or otherwise) or operations of the
Servicer or its  respective  properties  or might have  consequences  that would
materially   adversely  affect  the  respective   performance  of  the  Servicer
hereunder.

     The foregoing  representations and warranties shall survive any termination
of the Servicer hereunder.

                                       3

<PAGE>

     Section  2.02  Representations  and  Warranties  of the Issuer.  The Issuer
hereby  represents  and  warrants  to the  Servicer  and for the  benefit of the
Indenture Trustee, as pledgee of the Mortgage Loans, as of the Closing Date:

     (a) the Issuer is a statutory  trust duly formed and in good standing under
the laws of the State of Delaware and has full power,  authority and legal right
to execute and deliver this Agreement and to perform its obligations  under this
Agreement,  and has  taken all  necessary  action to  authorize  the  execution,
delivery and performance by it of this Agreement; and

     (b) the  execution  and  delivery by the Issuer of this  Agreement  and the
performance  by the  Issuer of its  obligations  under this  Agreement  will not
violate  any  provision  of any law or  regulation  governing  the Issuer or any
order,  writ,  judgment  or  decree of any  court,  arbitrator  or  governmental
authority  or  agency  applicable  to the  Issuer  or any  of its  assets.  Such
execution,  delivery,  authentication  and  performance  will  not  require  the
authorization,  consent or  approval  of, the giving of notice to, the filing or
registration  with,  or the  taking of any other  action  with  respect  to, any
governmental  authority or agency regulating the activities of limited liability
companies.  Such execution,  delivery,  authentication  and performance will not
conflict  with,  or result in a breach or violation  of, any  mortgage,  deed of
trust, lease or other agreement or instrument to which the Issuer is bound.

     Section 2.03 Enforcement of Representations  and Warranties.  The Servicer,
on behalf of and subject to the direction of the Indenture  Trustee,  as pledgee
of the Mortgage  Loans,  or the Issuer,  shall enforce the  representations  and
warranties of the Seller pursuant to the Purchase Agreement.  Upon the discovery
by the Seller, the Depositor,  the Servicer, the Indenture Trustee, the Enhancer
or the Issuer of a breach of any of the  representations  and warranties made by
the Seller in the  Purchase  Agreement,  in respect of any  Mortgage  Loan which
materially  and adversely  affects the interests of the  Securityholders  or the
Enhancer,  the party discovering such breach shall give prompt written notice to
the other parties.  The Servicer shall promptly notify the Seller of such breach
and request that,  pursuant to the terms of the Purchase  Agreement,  the Seller
either (i) cure such  breach in all  material  respects  within 90 days from the
date the Seller was notified of such breach or (ii)  purchase such Mortgage Loan
from the Issuer at the price and in the manner  set forth in  Section 3.1(d)  of
the Purchase Agreement; provided, however, that the Seller shall, subject to the
conditions set forth in the Purchase Agreement, have the option to substitute an
Eligible  Substitute Loan or Loans for such Mortgage Loan. In the event that the
Seller elects to substitute  one or more Eligible  Substitute  Loans pursuant to
Section 3.1(d)  of the  Purchase  Agreement,  the  Seller  shall  deliver to the
Servicer,  in  accordance  with the  Purchase  Agreement,  with  respect to such
Eligible Substitute Loans, the original Loan Agreement,  the Mortgage,  and such
other  documents  and  agreements  as are  required by the  Purchase  Agreement.
Payments  due  with  respect  to  Eligible  Substitute  Loans  in the  month  of
substitution  shall not be transferred to the Issuer and will be retained by the
Servicer  and  remitted  by the  Servicer  to the Seller on the next  succeeding
Payment  Date  except  to the  extent  that a payment  less than the  applicable
Minimum  Monthly  Payment  has been  received  by the  Issuer  for such month in
respect of the Mortgage Loan to be removed. The Servicer shall amend or cause to
be amended the Mortgage  Loan  Schedule to reflect the removal of such  Mortgage
Loan and the  substitution  of the  Eligible  Substitute  Loans and the Servicer
shall promptly  deliver the amended  Mortgage Loan Schedule to the Owner Trustee
and Indenture Trustee.

                                       4

<PAGE>

     It is understood  and agreed that the obligation of the Seller to cure such
breach or  purchase  or  substitute  for such  Mortgage  Loan as to which such a
breach  has  occurred  and  is  continuing  shall  constitute  the  sole  remedy
respecting  such breach  available to the Issuer and the Indenture  Trustee,  as
pledgee of the  Mortgage  Loans,  against the  Seller.  In  connection  with the
purchase of or substitution for any such Mortgage Loan by the Seller, the Issuer
shall  assign to the Seller all of its right,  title and  interest in respect of
the Purchase Agreement applicable to such Mortgage Loan.

                                  ARTICLE III

                 Administration and Servicing of Mortgage Loans

     Section 3.01 The Servicer.

     (a) The Issuer,  by execution and delivery of this  Agreement,  does hereby
appoint  the  Servicer  for,  and  subject to the terms of this  Agreement,  the
Servicer assumes  responsibility  for, the servicing of the Mortgage Loans. Each
original  Mortgage File and any Related  Documents  delivered to the Servicer by
the Seller  pursuant to the  provisions  of this  Agreement  and any  Subsequent
Transfer Agreement shall be held in trust by the Servicer for the benefit of the
Trust in accordance with the terms of this Agreement.  The Servicer's possession
of any portion of any original  Mortgage File,  any Related  Documents or copies
thereof shall be maintained in accordance  with the provisions of this Agreement
to  facilitate  the  servicing of the related  Mortgage  Loans  pursuant to this
Agreement.

     (b) The Servicer  shall  service and  administer  the  Mortgage  Loans in a
manner generally  consistent with the terms of this Agreement and the collection
policy set forth on Exhibit B (the  "Collection  Policy")  and in a manner  that
shall be normal and usual in its mortgage servicing  activities.  Subject to the
Collection Policy and the terms of this Agreement  (including without limitation
Sections 3.08 and 3.09),  the Servicer shall have full power and authority to do
any and all things in connection with such servicing and administration which it
may deem necessary or desirable, it being understood, however, that the Servicer
shall at all times remain  responsible  to the Issuer,  the Paying Agent and the
Indenture Trustee for the performance of its duties and obligations hereunder.

     The Servicer will at all times apply the same standards and follow the same
procedures  with  respect  to  the  decision  to  commence  litigation,  and  in
prosecuting  and litigating with respect to the Mortgage Loans as it applies and
follows with respect to mortgage loans like the Mortgage Loans generally.

     (c) The Servicer shall enforce the  respective  rights and interests of the
Issuer and the Indenture Trustee in and under each Mortgage Loan,  including the
Mortgaged  Property  and any other  related  security.  The  Servicer  is hereby
authorized and empowered,  in performing  its duties  hereunder,  subject to the
limitations set forth herein, to execute and deliver,  on behalf of itself,  the
Issuer,  the  Indenture  Trustee  or any of  them,  any and all  instruments  of
satisfaction or cancellation, or of partial or full release or discharge and all
other  comparable  instruments  with  respect  to the  Mortgage  Loans  and  the
Mortgaged Properties. The Issuer and the Indenture Trustee, as applicable, shall
execute any powers of attorney and other documents furnished

                                       5

<PAGE>

to them by the Servicer and necessary or  appropriate  to enable the Servicer to
carry out its servicing and administrative  duties hereunder.  In addition,  the
Servicer may, at its own discretion,  obtain credit information in the form of a
"credit  score" from a credit  repository.  On the Closing  Date,  the Indenture
Trustee shall deliver to the Servicer a limited power of attorney  substantially
in the form of Exhibit C hereto.

     No costs incurred by the Servicer in respect of Servicing  Advances  shall,
for the purposes of  distributions  to the  Noteholders,  be added to the amount
owing under the related Mortgage Loan.

     Notwithstanding anything to the contrary contained herein, the Servicer, in
servicing  and  administering  the Mortgage  Loans,  shall employ or cause to be
employed procedures (including collection, foreclosure and management procedures
with respect to REO  Property)  and  exercise the same care that it  customarily
employs and exercises in servicing and administering  mortgage loans for its own
account,  in accordance with accepted  mortgage  servicing  practices of prudent
lending institutions  servicing mortgage loans similar to the Mortgage Loans and
giving due  consideration  to the  Noteholders'  and the Trust's reliance on the
Servicer.

     If the Mortgage did not have a Lien senior to the related  Mortgage Loan on
the related  Mortgaged  Property as of the  Cut-Off  Date or related  Subsequent
Cut-Off  Date,  as  applicable,  then the Servicer,  in such  capacity,  may not
consent to the placing of a Lien  senior to that of the  Mortgage on the related
Mortgaged  Property.  If the Mortgage had a Lien senior to the related  Mortgage
Loan on the  related  Mortgaged  Property  as of the  Cut-Off  Date  or  related
Subsequent Cut-Off Date, as applicable, then the Servicer, in such capacity, may
consent to the  refinancing  of such prior  senior Lien,  provided  that (i) the
resulting  CLTV of such  Mortgage Loan is no higher than the greater of the CLTV
prior  to such  refinancing  or  100%;  (ii)  the  interest  rate  for the  loan
evidencing the refinanced senior Lien is no higher than the interest rate on the
loan evidencing the existing senior Lien  immediately  prior to the date of such
refinancing  (meaning,  in the case of an adjustable  rate loan, a substantially
similar  index and a gross  margin no higher  than that of the  existing  senior
Lien);  and (iii) the loan evidencing the refinanced  senior Lien is not subject
to negative amortization.

     In  connection  with  servicing the Mortgage  Loans,  the Servicer may take
reasonable  actions to encourage or effect the  termination  of Loan  Agreements
that have become dormant.

     The  relationship  of the Servicer (and of any successor to the Servicer as
servicer under this Agreement) to the Issuer, the Paying Agent and the Indenture
Trustee  under  this  Agreement  is  intended  by the  parties  to be that of an
independent contractor and not that of a joint venturer, partner or agent.

     (d) The Servicer may enter into  Subservicing  Agreements with Subservicers
for the servicing and administration of certain of the Mortgage Loans,  provided
that notwithstanding such appointment,  the Servicer shall remain liable for the
performance of all servicing  duties delegated by it. The Servicer shall provide
written notice to the Indenture Trustee,  the Paying Agent and the Enhancer upon
entering into a Subservicing Agreement.  References in this Agreement to actions
taken or to be taken by the Servicer in servicing  the  Mortgage  Loans  include
actions taken or to be taken by a Subservicer  on behalf of the Servicer and any
amount

                                       6

<PAGE>

actually  received by such  Subservicer  in respect of a Mortgage  Loan shall be
deemed to have been received by the Servicer whether or not actually received by
the Servicer. Each Subservicing Agreement will be upon such terms and conditions
as are  not  inconsistent  with  this  Agreement  and as the  Servicer  and  the
Subservicer  have agreed.  With the approval of the Servicer,  a Subservicer may
delegate  its  servicing   obligations  to  third-party   servicers,   but  such
Subservicers  will remain obligated under the related  Subservicing  Agreements.
The  Servicer  and the  Subservicer  may enter into  amendments  to the  related
Subservicing Agreements;  provided,  however, that any such amendments shall not
cause the  Mortgage  Loans to be serviced  in a manner that would be  materially
inconsistent with the standards set forth in this Agreement.  The Servicer shall
be entitled to terminate any Subservicing Agreement in accordance with the terms
and conditions  thereof and without any limitation by virtue of this  Agreement;
provided,  however,  that  in the  event  of  termination  of  any  Subservicing
Agreement by the Servicer or the  Subservicer,  the Servicer shall either act as
servicer of the related  Mortgage  Loan or enter into a  Subservicing  Agreement
with a  successor  Subservicer  which will be bound by the terms of the  related
Subservicing  Agreement.  The  Servicer  shall be  entitled  to  enter  into any
agreement  with a Subservicer  for  indemnification  of the Servicer and nothing
contained  in  this   Agreement   shall  be  deemed  to  limit  or  modify  such
indemnification.

     In the event that the rights,  duties and  obligations  of the Servicer are
terminated hereunder,  any successor to the Servicer in its sole discretion may,
to the extent permitted by applicable law,  terminate the existing  Subservicing
Agreement with any  Subservicer  in accordance  with the terms of the applicable
Subservicing   Agreement  or  assume  the  terminated   Servicer's   rights  and
obligations under such subservicing arrangements which termination or assumption
will not violate the terms of such arrangements.

     As  part of its  servicing  activities  hereunder,  the  Servicer,  for the
benefit  of the  Indenture  Trustee,  the Paying  Agent,  the  Enhancer  and the
Securityholders, shall use reasonable efforts to enforce the obligations of each
Subservicer  under the related  Subservicing  Agreement,  to the extent that the
non-performance of any such obligation would have a material adverse effect on a
Mortgage  Loan.  Such  enforcement,  including,  without  limitation,  the legal
prosecution of claims, termination of Subservicing Agreements and the pursuit of
other  appropriate  remedies,  shall be in such form and  carried out to such an
extent and at such time as the Servicer,  in its good faith  business  judgment,
would  require  were it the owner of the related  Mortgage  Loans.  The Servicer
shall  pay the  costs  of such  enforcement  at its own  expense,  and  shall be
reimbursed  therefor  only (i)  from a  general  recovery  resulting  from  such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific  recovery of costs,
expenses or attorneys  fees against the party against whom such  enforcement  is
directed.

     Section 3.02 Collection of Certain Mortgage Loan Payments.

     (a) The  Servicer  shall make  reasonable  efforts to collect all  payments
called for under the terms and provisions of the Mortgage  Loans,  and shall, to
the extent such procedures shall be consistent with this Agreement and generally
consistent  with the Collection  Policy,  follow such  collection  procedures as
shall be normal  and usual in its  general  mortgage  servicing  activities  and
consistent  with the  procedures  the Servicer  employs in  servicing  all other
Mortgage Loans in the servicing portfolio with characteristics  similar to those
of the Mortgage Loans. Consistent

                                       7

<PAGE>

with the foregoing,  and without  limiting the generality of the foregoing,  the
Servicer  may in its  discretion  (i) waive  any late  payment  charge,  penalty
interest  or other  fees  which  may be  collected  in the  ordinary  course  of
servicing a Mortgage  Loan and (ii)  arrange with a Mortgagor a schedule for the
payment of principal and interest due and unpaid;  provided,  however, that such
arrangement  is  consistent  with the  Servicer's  policies with respect to home
equity mortgage loans. The Servicer may also extend the Due Date for payment due
on a Mortgage Loan in accordance with the Collection Policy; provided,  however,
that the Servicer  shall first  determine that any such waiver or extension will
not impair the coverage of any related insurance policy or materially  adversely
affect the Lien of the related Mortgage or the interests of the  Securityholders
or the Enhancer,  and the Servicer  shall not grant any such waiver or extension
that would have any such effect.  Consistent  with the terms of this  Agreement,
the Servicer may also:

          (i) waive,  modify or vary any term of any  Mortgage  Loan  (including
reduce the Credit Limit);

          (ii) consent to the  postponement  of strict  compliance with any such
term or in any manner grant indulgence to any Mortgagor;

          (iii) arrange with a Mortgagor a schedule for the payment of principal
and interest due and unpaid;

          (iv) forgive any portion of the amounts  contractually  owed under the
Mortgage Loan;

          (v) capitalize past due amounts owed under the Mortgage Loan by adding
any amounts in arrearage to the existing  principal balance of the Mortgage Loan
(a  "Capitalization  Workout") which will result in an increased monthly payment
amount, provided that: (A) the amount added to the existing principal balance of
the Mortgage Loan (the "Capitalized Amount") shall be no greater than five times
the Mortgagor's  current  Minimum  Monthly Payment amount;  and (B) the Servicer
shall not enter into a  Capitalization  Workout  unless the CLTV of the Mortgage
Loan prior to the Capitalization Workout equals or exceeds 80% and the Mortgagor
has qualified for the  Capitalization  Workout  under the  Servicer's  servicing
guidelines; or

          (vi) reset the maturity  date for the Mortgage  Loan,  but in no event
shall such reset date extend beyond the end of the Collection  Period  preceding
the Final Payment Date;

or any  combination of the foregoing,  if in the Servicer's  determination  such
waiver,  modification,  postponement or indulgence is not materially  adverse to
the interests of the Securityholders or the Enhancer;  provided,  however,  that
the  Servicer  may not,  pursuant  to this  Section  3.02,  modify or permit any
Subservicer  to modify any  Mortgage  Loan  (including  without  limitation  any
modification  that  would  change  the Loan  Rate,  forgive  the  payment of any
principal or interest  (unless in connection with the liquidation of the related
Mortgage  Loan) or extend the final  maturity date of such Mortgage Loan) unless
such  Mortgage  Loan is in default  or, in the  judgment of the  Servicer,  such
default is  reasonably  foreseeable  or except as provided in Section  3.06.  In
connection with any such waiver, modification, postponement or indulgence,

                                       8

<PAGE>

the Servicer shall use  reasonable  efforts to maximize the receipt of principal
and  interest   thereon.   The  general  terms  of  any  waiver,   modification,
forgiveness,  postponement  or  indulgence  with  respect to any of the Mortgage
Loans will be included in the Servicing  Certificate,  and such  Mortgage  Loans
will not be considered  "delinquent"  for the purposes of the Basic Documents so
long as the  Mortgagor  complies  with the terms of such  waiver,  modification,
forgiveness, postponement or indulgence.

     Section 3.03 Custodial Duties.

     (a) The Servicer is hereby  appointed as custodian of the documents in each
Mortgage File.

     (b) The Servicer shall establish the Custodial  Account,  which shall be an
Eligible  Account,  titled "Wachovia Asset  Securitization,  Inc. 2003-HE2 Trust
Custodial  Account," in which the Servicer or the Issuer,  as applicable,  shall
deposit  or  cause  to  be  deposited  any  amounts  representing  payments  and
collections  in respect of the Mortgage  Loans  received by it subsequent to the
applicable Cut-Off Date or Subsequent Cut-Off Date (other than in respect of the
payments  referred  to in the  following  paragraph),  within one  Business  Day
following  receipt  thereof  (or  otherwise  on or prior to the  Closing  Date),
including the following payments and collections received or made by it (without
duplication):

          (i) all payments of  principal  of or interest on the  Mortgage  Loans
(other than amounts in respect of the Excluded  Amount)  received or advanced by
the  Servicer,  net of any  portion  of the  interest  thereof  retained  by any
Subservicer as subservicing fees;

          (ii) Net Liquidation  Proceeds,  net of any related Foreclosure Profit
and all Subsequent Net Recovery Amounts;

          (iii) all proceeds of any  Mortgage  Loans  repurchased  by the Seller
pursuant to the Purchase Agreement, including any indemnity payments paid by the
Seller  pursuant  to  Section  3.1(d)  of  the  Purchase   Agreement,   and  all
Substitution  Adjustment Amounts required to be deposited in connection with the
substitution of an Eligible Substitute Loan pursuant to the Purchase Agreement;

          (iv)  Insurance  Proceeds,   other  than  Net  Liquidation   Proceeds,
resulting from any insurance policy maintained on a Mortgaged Property;

          (v) REO proceeds and Condemnation Proceeds; and

          (vi)  amounts  required  to  be  paid  by  the  Servicer  pursuant  to
Section 6.06;

provided,  however,  that with respect to each Collection  Period,  the Servicer
shall be  permitted  to retain  from  payments  in  respect of  interest  on the
Mortgage  Loans,  the Servicing Fee for such  Collection  Period.  The foregoing
requirements  respecting  deposits to the Custodial  Account are  exclusive,  it
being  understood that,  without  limiting the generality of the foregoing,  the
Servicer  need  not  deposit  in  the  Custodial  Account  amounts  representing
Foreclosure  Profits,  fees  (including  annual fees) or late charge  penalties,
payable by  Mortgagors  (such  amounts to be  retained as  additional  servicing
compensation in accordance with Section 3.10 hereof), or

                                       9

<PAGE>

amounts  received by the Servicer for the accounts of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.
In the event any amount not required to be deposited in the Custodial Account is
so  deposited,  the  Servicer  may at any time  withdraw  such  amount  from the
Custodial Account, any provision herein to the contrary notwithstanding, and pay
such amount to the Person entitled to such amount. The Servicer shall retain all
Foreclosure  Profits  as  additional   servicing   compensation.   Payments  and
collections  allocable to an Excluded  Amount  shall not be  deposited  into the
Custodial  Account,  the Distribution  Account or the Note Payment Account,  but
shall be distributed by the Servicer to the Seller pursuant to Section 3.04.

     If the  Servicer  makes  any P&I  Advances  pursuant  to  Section 3.21  the
Servicer  shall be  entitled to  reimbursement  itself by  withdrawing  from the
Custodial Account, as provided herein, any amounts so advanced. The Servicer may
cause the institution  maintaining the Custodial  Account to invest any funds in
the Custodial Account in Permitted  Investments,  which investments shall mature
not later than the Business Day preceding the next succeeding  Payment Date, and
which  investments  shall  not be sold or  disposed  of  prior to  maturity.  In
addition,  no such Permitted  Investment shall be purchased at a price in excess
of par.  Except as provided  above,  all income and gain  realized from any such
investment  shall inure to the benefit of the  Servicer  and shall be subject to
its withdrawal or order from time to time. The amount of any losses  incurred in
respect of the principal  amount of any such  investments  shall be deposited in
the  Custodial  Account  by the  Servicer  out of its own funds  immediately  as
realized.

     (c) The Servicer shall promptly report in writing to the Owner Trustee, the
Paying Agent and the Indenture  Trustee any material  failure on the  Servicer's
part to hold the Mortgage Files and maintain its records and computer systems as
herein provided and promptly take appropriate action to remedy any such failure.
Following   the   occurrence   of  a   Servicing   Default   as  set   forth  in
Section 7.01(a)(iii)  or  (iv),  the  Issuer  or  the  Indenture  Trustee  shall
immediately  terminate  the  rights of the  Servicer  to  perform  the duties as
custodian with respect to the Mortgage Files for the Mortgage  Loans.  Following
the  occurrence  of a Servicing  Default as set forth in  Section 7.01(a)(i)  or
(ii),  the Issuer or the  Indenture  Trustee  shall,  upon 60 days prior written
notice,  terminate the rights of the Servicer to perform the duties as custodian
with respect to the Mortgage Files for the Mortgage Loans.  Upon the termination
of the Servicer's  rights to perform the duties as custodian with respect to any
Mortgage  Files,  the  Servicer  shall  deliver each such  Mortgage  File to the
Indenture  Trustee or its designee in accordance  with the  instructions  of the
Indenture Trustee.

     (d) Upon taking  possession of the Mortgage  Files,  the Servicer shall (i)
maintain  possession of the Mortgage  Files and (ii) exercise the same degree of
care with respect to the  possession  of the Mortgage  Files as it would if they
were its own  property.  The  Mortgage  Files  shall at all times be held by the
Servicer  segregated  from any similar  documents.  In performing  its duties as
custodian,  the Servicer shall act with  reasonable  care,  using that degree of
skill and attention that other servicers exercise with respect to the loan files
relating to all comparable loans that they service. Mortgage Files shall be held
for the benefit of the Indenture Trustee and the Securityholders.

     Section 3.04  Withdrawals from the Custodial  Account.  The Servicer shall,
from  time to time as  provided  herein,  make  withdrawals  from the  Custodial
Account of amounts on deposit

                                       10

<PAGE>

therein pursuant to Section 3.02 that are attributable to the Mortgage Loans for
the following purposes:

     (a) on each  Determination  Date, the Servicer shall determine the pro rata
portion of the Interest  Collections  from the related Loan Group deposited into
the Custodial Account with respect to the related  Collection Period that relate
to the Additional  Balance  Increase Amount and, prior to 1:00 p.m. (EST) on the
Business Day prior to the related Payment Date, the Servicer shall withdraw such
amounts  from  the   Custodial   Account  and  deposit  such  amounts  into  the
Distribution  Account for  distribution  to the  Certificateholders  pursuant to
Section 5.01 of the Trust Agreement;

     (b) on each Determination  Date, the Servicer shall determine the aggregate
amounts to be  withdrawn  from the  Custodial  Account and  applied  pursuant to
Section 3.05(a)  of the Indenture  and, prior to 1:00 p.m. (EST) on the Business
Day prior to the related  Payment Date, the Servicer shall withdraw such amounts
from the  Custodial  Account  and deposit  such  amounts  into the Note  Payment
Account,  the applicable  Funding Account or the Distribution  Account,  in each
case in  accordance  with  Section  3.05 of the  Indenture  and in the  order of
priority set forth in Section 3.05(a) of the Indenture for such Payment Date and
in accordance with the Servicing Certificate;

     (c) to pay to the Seller any monthly payments received from the Mortgagors,
the amount of such  payment  that  represents  interest  accrued on the  related
Mortgage  Loan for any period  prior to the Cut-Off Date or  Subsequent  Cut-off
Date, as applicable;

     (d) during the Group I Revolving Period and the Managed Amortization Period
for the Class  A-I-1  Notes and the Group II  Revolving  Period and the  Managed
Amortization Period for the Class A-II Notes, from Principal  Collections on the
Mortgage  Loans in the  related  Loan Group,  and, on or after the Payment  Date
occurring in January  2004, if Principal  Collections  are not  sufficient  from
Group  Excess  Spread from the  related  Loan  Group,  to pay to the Seller,  as
designee of the Depositor,  the amount of any Additional  Balances,  as and when
created  during the  related  Collection  Period,  but only to the  extent  that
amounts on deposit in the related  Funding  Account are not  sufficient for such
purpose; provided that Excess Spread shall not be so applied if the Enhancer has
not been  reimbursed  for all draws made under the Policy,  with  interest;  and
provided  further that Excess Spread  (calculated  with respect to the following
Payment  Date)  in the  Custodial  Account  will  not  be  applied  to  purchase
Additional   Balances   to   the   extent   that   after   such   purchase   the
Overcollateralization  Amount  would  exceed  the  Overcollateralization  Target
Amount,  or the  Total  Overcollateralization  Amount  would  exceed  the  Total
Overcollateralization Target Amount, calculated in each case as of the following
Payment Date;

     (e) to the extent deposited to the Custodial  Account,  to reimburse itself
or the related  Subservicer  for previously  unreimbursed  expenses  incurred in
maintaining   individual  insurance  policies  pursuant  to  Section 3.05,   for
Servicing  Advances,  for fees payable  pursuant to  Section 3.08,  for expenses
payable  pursuant  to  Section 3.10,   for  amounts  reimbursable   pursuant  to
Section 6.03 or Liquidation Expenses, paid pursuant to Section 3.08 or otherwise
reimbursable  pursuant to the terms of this Agreement (to the extent not payable
pursuant  to  Section 3.10),  such  withdrawal  right  being  limited to amounts
received  on  particular  Mortgage  Loans  (other than any

                                       11

<PAGE>

Repurchase  Price in respect  thereof)  that  represent  late  recoveries of the
payments for which such  advances  were made,  or from  related Net  Liquidation
Proceeds or the proceeds of the purchase of such Mortgage Loan;

     (f) to pay  itself an amount  equal to the  related  Servicing  Fee (to the
extent not retained pursuant to Section 3.03);

     (g)  to  the  extent  deposited  in the  Custodial  Account,  to pay to the
Servicer as  additional  servicing  compensation  any (i) interest or investment
income earned on funds deposited in the Custodial Account that it is entitled to
withdraw pursuant to Section 3.03,  and (ii) Foreclosure  Profits (to the extent
permitted by law);

     (h) to pay to the Seller,  with  respect to any  Mortgage  Loan or property
acquired in respect thereof that has been purchased or otherwise  transferred to
the Seller,  the Servicer or other entity,  all amounts received thereon and not
required  to be  distributed  to  Securityholders  as of the date on  which  the
related Purchase Price or Repurchase Price is determined;

     (i) to withdraw  any other  amount,  determined  without  duplication  with
respect to an other amount provided for in this  Section 3.04,  deposited in the
Custodial  Account  that was not required to be  deposited  therein  pursuant to
Section 3.03;

     (j) to pay to the Servicer, with respect to any Mortgage Loan for which the
Servicer has made a P&I Advance that has not been  previously  reimbursed to the
extent  of  receipts  of late  recoveries  of such  payments  from  the  related
Mortgagor,  out of related  Net  Liquidation  Proceeds  or the  proceeds  of the
purchase of such Mortgage Loan; and

     (k) to reimburse  the  Servicer for any advances or expenses  that have not
been previously reimbursed pursuant to such clauses (e) or (j).

     Since,  in connection with  withdrawals  pursuant to clauses (c), (e), (f),
(h) and (j), the  Servicer's  entitlement  thereto is limited to  collections or
other  recoveries  on the related  Mortgage  Loan,  the Servicer  shall keep and
maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Custodial Account pursuant to such
clauses.  Notwithstanding  any other provision of this  Agreement,  the Servicer
shall be  entitled  to be  reimbursed  itself  for any  previously  unreimbursed
expenses incurred pursuant to Section 3.08 or otherwise reimbursable pursuant to
the  terms  of this  Agreement  that the  Servicer  determines  to be  otherwise
nonrecoverable,  by withdrawal from the Custodial  Account of amounts on deposit
therein  attributable  to the  Mortgage  Loans on any  Business Day prior to the
Payment Date succeeding the date of such determination.

     If any  deposit  required  to be made by the  Servicer  pursuant to Section
3.04(b) is not made when due, the Servicer shall pay to the Paying Agent, out of
the  Servicer's  own funds,  one day of interest on such late payment,  at a per
annum  rate  equal to the  effective  Federal  Funds  Rate for such  date.  Such
interest shall be remitted to the Paying Agent on the same day that the Servicer
remits the late remittance to the Paying Agent.

     Section 3.05 Maintenance of Hazard Insurance; Property Protection Expenses.
To the extent  permitted  under the related Loan Agreement and Mortgage,  and to
the extent the Servicer

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<PAGE>

receives notice that a hazard insurance policy has been cancelled,  the Servicer
shall cause to be maintained for each Mortgage Loan hazard  insurance naming the
Servicer or related  Subservicer  as loss payee  thereunder  providing  extended
coverage  in an amount  which is at least equal to the lesser of (i) the maximum
insurable  value of the  improvements  securing  such Mortgage Loan from time to
time or (ii) the combined  principal balance owing on such Mortgage Loan and any
mortgage loan senior to such Mortgage Loan from time to time; provided, however,
that such  coverage  may not be less than the minimum  amount  required to fully
compensate  for any loss or damage on a  replacement  cost basis.  The  Servicer
shall use its best efforts to monitor that hazard  insurance  is  maintained  as
described in the  previous  sentence in the same manner as it would for mortgage
loans  in its own  portfolio.  The  Servicer  shall  cause to be  maintained  on
property  acquired  upon  foreclosure,  or deed in lieu of  foreclosure,  of any
Mortgage Loan,  fire  insurance with extended  coverage in an amount which is at
least equal to the amount necessary to avoid the application of any co-insurance
clause contained in the related hazard insurance  policy,  the premium for which
shall be a  Servicing  Advance  within  the  meaning of  Section  3.08.  Amounts
collected  by the  Servicer  under any such  policies  (other than amounts to be
applied  to the  restoration  or repair of the  related  Mortgaged  Property  or
property thus acquired or amounts  released to the Mortgagor in accordance  with
the Servicer's normal servicing  procedures) shall be deposited in the Custodial
Account  to the  extent  called  for by  Section  3.03.  In cases  in which  any
Mortgaged  Property is located at any time during the life of a Mortgage Loan in
a federally  designated  flood area, to the extent  permitted  under the related
Loan Agreement and Mortgage, and to the extent the Servicer receives notice that
the related  flood  insurance  has been  cancelled,  the hazard  insurance to be
maintained for the related  Mortgage Loan shall include flood  insurance (to the
extent  available).  All such flood  insurance  shall be in amounts equal to the
lesser of (i) the amount  required to  compensate  for any loss or damage to the
related  Mortgaged  Property  on a  replacement  cost basis and (ii) the maximum
amount  of such  insurance  available  for such  Mortgaged  Property  under  the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is  participating  in such program).  The Servicer shall use
its best  efforts to monitor  such flood  insurance as described in the previous
sentence in the same manner as it would for mortgage loans in its own portfolio.
The Servicer shall be under no obligation to require that any Mortgagor maintain
earthquake or other additional insurance and shall be under no obligation itself
to maintain any such additional  insurance on property  acquired in respect of a
Mortgage Loan,  other than pursuant to such  applicable  laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the  Servicer  shall obtain and maintain a blanket  policy  consistent  with its
general mortgage servicing  activities  insuring against hazard losses on all of
the  Mortgage  Loans,  it shall  conclusively  be deemed to have  satisfied  its
obligations  as set forth in the first  sentence of this Section  3.05, 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 a policy complying with the first sentence of
this Section 3.05 and there shall have been a loss which would have been covered
by such policy,  deposit in the  Custodial  Account the amount of such loss that
would have  otherwise  been covered.  Any such deposit by the Servicer  shall be
made on the last  Business  Day of the  Collection  Period in the month in which
payments  under any such  policy  would  have been  deposited  in the  Custodial
Account.  In connection  with its activities as servicer of the Mortgage  Loans,
the  Servicer  agrees to  present,  on  behalf of  itself,  the  Issuer  and the
Indenture Trustee, claims under any such blanket policy.

                                       13

<PAGE>

     Section 3.06 Modification Agreements.

     (a) The Servicer or the related  Subservicer,  as the case may be, shall be
entitled to (a) execute  assumption  agreements,  substitution  agreements,  and
instruments of  satisfaction  or  cancellation  or of partial or full release or
discharge,  or any  other  document  contemplated  by this  Agreement  and other
comparable  instruments  with respect to the Mortgage  Loans and with respect to
the related Mortgaged  Properties (and the Issuer and the Indenture Trustee each
shall  promptly  execute any such  documents on request of the Servicer) and (b)
approve  the  granting of an easement  thereon in favor of another  Person,  any
alteration or demolition of such Mortgaged  Properties or other similar matters,
if it has  determined,  exercising its good faith business  judgment in the same
manner as it would if it were the owner of the related Mortgage Loans,  that the
security for, and the timely and full  collectability  of, such  Mortgage  Loans
would not be adversely  affected  thereby.  A partial  release  pursuant to this
Section 3.06  shall be permitted only if the CLTV for the related  Mortgage Loan
after such partial release does not exceed the CLTV for such Mortgage Loan as of
the Cut-Off Date or related  Subsequent  Cut-Off  Date, as  applicable.  Any fee
collected by the Servicer or the related Subservicer for processing such request
will be retained by the Servicer or such  Subservicer  as  additional  servicing
compensation.

     (b)  Notwithstanding any other provision of this Agreement to the contrary,
the Servicer, at its option and in its sole discretion,  may modify any Mortgage
Loan to (i) change the Loan Rate  payable on the  related  Mortgage  Loan,  (ii)
increase the credit limit on the related Mortgage Loan above the limit stated in
the related Loan Agreement,  (iii) refinance the existing senior Lien or place a
new senior Lien related to a Mortgage  Loan  resulting in a CLTV Ratio above the
previous  CLTV Ratio for such  Mortgage  Loan,  or (iv) make any other  material
modification to the related Mortgage Loan; provided,  however,  that without the
consent of the Enhancer,  the aggregate  Principal Balance of the Mortgage Loans
modified by this Section 3.06(b)  shall not exceed five percent (5%) of the Pool
Balance as of the Cut-Off  Date;  provided,  further,  that any  decision by the
Servicer to modify a Mortgage Loan shall be normal and usual in accordance  with
its general mortgage servicing activities and consistent with the procedures the
Servicer  employs  in  servicing  all  other  Mortgage  Loans  in the  servicing
portfolio  with   characteristics   similar  to  those  of  the  Mortgage  Loans
(including,  but not limited to,  analysis of credit  scores,  overall  customer
relationships and comparable industry standards).

     Section 3.07 Trust Estate; Related Documents.

     (a) When required by the  provisions of this  Agreement,  the Issuer or the
Indenture Trustee shall execute instruments furnished to them by the Servicer to
release  property  from the  terms  of the  Trust  Agreement  or  Indenture,  as
applicable,  or convey the Issuer's or the Indenture  Trustee's  interest in the
same, in a manner and under  circumstances  that are not  inconsistent  with the
provisions of this  Agreement.  No party relying upon an instrument  executed by
the Issuer or the Indenture  Trustee as provided in this  Section 3.07  shall be
bound to ascertain the Issuer's or the Indenture  Trustee's  authority,  inquire
into the  satisfaction of any conditions  precedent or see to the application of
any moneys.

     (b) Upon receipt of a Request for Release from the Servicer,  substantially
in the form of Exhibit D hereto, to the effect that a Mortgage Loan has been the
subject of a final  payment or

                                       14

<PAGE>

a  prepayment  in full  and such  Mortgage  Loan  has  been  terminated  or that
substantially  all Net  Liquidation  Proceeds  that have been  determined by the
Servicer  in  its  reasonable  judgment  to be  finally  recoverable  have  been
recovered,  and upon  deposit to the  Custodial  Account  of such final  monthly
payment,  prepayment in full  together  with accrued and unpaid  interest to the
date of such payment with respect to such Mortgage Loan or, if  applicable,  Net
Liquidation Proceeds, the Indenture Trustee shall execute such Related Documents
furnished  to it,  along with such  documents  as the  Servicer  or the  related
Mortgagor  may request to evidence  satisfaction  and discharge of such Mortgage
Loan, upon request of the Servicer.

     Section 3.08 Realization upon Defaulted Mortgage Loans.

     (a) The Servicer shall,  consistent with the provisions of the Mortgage and
the Collection Policy, foreclose upon or otherwise comparably convert (which may
include  acquisition of an REO Property) the ownership of any Mortgaged Property
securing a Mortgage  Loan (but shall not sell or convey such  Mortgage  Loan) in
the event of a default under the Mortgage when no satisfactory  arrangements can
be made for collection of delinquent payments pursuant to Section 3.02,  subject
to the  provisions  contained in this  Section 3.08(a)  and only if the Servicer
determines that there is sufficient equity in the related Mortgaged  Property to
justify  such  foreclosure.   In  connection  with  such  foreclosure  or  other
conversion,  the  Servicer  shall use  reasonable  efforts to realize  upon such
defaulted Mortgage Loan in such manner as will maximize the receipt of principal
and interest  thereon,  taking into account,  among other things,  the timing of
foreclosure proceedings.  The Servicer shall pay all costs and expenses incurred
by it in any such proceedings;  provided,  however, that such costs and expenses
shall be deemed to be a "Servicing Advance" and the Servicer shall be reimbursed
therefor as provided in Section 3.04  hereof;  provided,  further,  that, in any
case in which the Mortgaged  Property  shall have suffered  damage such that the
complete  restoration  thereof is not fully  reimbursable by insurance  policies
required to be  maintained  with  respect  thereto,  the  Servicer  shall not be
required to expend its own funds to restore such  Mortgaged  Property  unless it
shall  determine,  in good  faith,  that  such  restoration  will  increase  the
Liquidation  Proceeds  to the  Trust  after  reimbursement  to  itself  for such
expenses.  In  addition  to the  reimbursement  of its costs and  expenses,  the
Servicer shall be entitled to a reasonable and customary fee as agreed to by the
Servicer and the Issuer for performing any  foreclosure  activities  pursuant to
this Section 3.08(a), which fee shall be payable pursuant to Section 3.04.

     (b)  Any  Liquidation  Proceeds,   Insurance  Proceeds,   REO  Proceeds  or
Condemnation  Proceeds  received  in respect of a  Mortgaged  Property  shall be
deposited in the Custodial Account pursuant to Section 3.03 and applied pursuant
to Section 3.04.

     (c) In connection with such foreclosure or other  conversion,  the Servicer
shall exercise  collection  and  foreclosure  procedures in accordance  with the
Collection  Policy and with the same degree of care and skill in its exercise or
use as it would  exercise or use under the  circumstances  in the conduct of its
own affairs. The Servicer shall take into account the existence of any hazardous
substances,  hazardous wastes or solid wastes,  as such terms are defined in the
Comprehensive   Environmental  Response  Compensation  and  Liability  Act,  the
Resource Conservation and Recovery Act of 1976, or other federal, state or local
environmental  legislation,  on a Mortgaged  Property in determining  whether to
foreclose  upon or  otherwise

                                       15

<PAGE>

comparably convert the ownership of a Mortgaged  Property.  Any amounts advanced
in connection with such foreclosure or other action shall constitute  "Servicing
Advances."

     Section  3.09  Management  and Sale of REO  Property.  The  Servicer  shall
manage,  conserve,  protect and operate each REO Property solely for the purpose
of its prudent and prompt  disposition  and sale;  provided,  however,  that the
Servicer shall  complete such sale and  disposition no later than, and the Trust
shall not retain  ownership of any REO Property for longer than, 36 months after
the date on which such REO  Property  is  acquired  by the Trust.  The  Servicer
shall,  either  itself or through an agent  selected  by the  Servicer,  manage,
conserve,  protect  and  operate  the REO  Property  in the same  manner that it
manages, conserves,  protects and operates other foreclosed property for its own
account,  and in the same manner that similar  property in the same  locality as
the REO Property is managed.  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 Securityholders and the Trust.

     The Servicer shall cause to be set aside pursuant to Section 3.03, no later
than five Business Days after the receipt  thereof,  all revenues  received with
respect to the  conservation  and disposition of the related REO Property net of
funds necessary for the proper operation,  management and maintenance of the REO
Property and the fees of any managing agent acting on behalf of the Servicer.

     The  disposition  of REO Property  shall be carried out by the Servicer for
cash at such price, and upon such terms and conditions, as the Servicer deems to
be in the best interest of the  Securityholders and the Trust. The cash proceeds
of sale of the REO Property shall be promptly set aside pursuant to Section 3.03
as  received  from  time to time and,  as soon as  practicable  thereafter,  the
expenses  of such sale  shall be paid.  Any costs or  advances  of the  Servicer
pursuant to this  Section 3.09  also shall constitute  Servicing  Advances.  The
Servicer shall reimburse itself for any related unreimbursed  Servicing Advances
and unpaid Servicing Fees pursuant to Section 3.04.

     Section 3.10 Issuer and  Indenture  Trustee to  Cooperate.  Upon receipt of
payment  in full,  the  Servicer  is  authorized  to  execute,  pursuant  to the
authorization  contained  in  Section 3.01(c),  an  instrument  of  satisfaction
regarding  the related  Mortgage,  which  instrument  of  satisfaction  shall be
recorded by the Servicer if required by  applicable  law and be delivered to the
Person entitled thereto.  It is understood and agreed that any expenses incurred
in  connection  with  such  instrument  of  satisfaction  or  transfer  shall be
reimbursed  from  amounts  deposited  in the  Custodial  Account as  provided in
Section 3.04.  From  time to  time  and as  appropriate  for  the  servicing  or
foreclosure of any Mortgage Loan and in accordance  with the provisions  hereof,
upon  request of the Servicer to the Issuer,  of a Request for  Release,  in the
form attached  hereto as Exhibit D, Issuer or Indenture  Trustee shall  promptly
execute  such  documents,  in the forms  provided by the  Servicer,  as shall be
necessary for the  prosecution  of any such  proceedings  or the taking of other
servicing actions.

     In order  to  facilitate  the  foreclosure  of the  Mortgage  securing  any
Mortgage Loan that is in default following recordation of the related Assignment
of Mortgage  to the  Indenture  Trustee or the Issuer if required in  accordance
with the provisions of the Purchase  Agreement or this Agreement,  the Indenture
Trustee or the  Issuer  shall,  if so  requested  in  writing  by the  Servicer,

                                       16

<PAGE>

promptly execute an appropriate  assignment in the form provided by the Servicer
to assign such  Mortgage Loan for the purpose of collection to the Servicer (any
such  assignment  shall  unambiguously  indicate that the  assignment is for the
purpose of collection only), and, upon such assignment, the Servicer as assignee
for  collection  will thereupon  bring all required  actions in its own name and
otherwise  enforce the terms of such Mortgage Loan and deposit or credit the Net
Liquidation  Proceeds,  exclusive of Foreclosure Profits,  received with respect
thereto into the Custodial  Account.  In the event that all delinquent  payments
due  under  any  such  Mortgage  Loan are paid by the  Mortgagor  and any  other
defaults are cured,  then the Servicer as assignee for collection shall promptly
reassign  such  Mortgage  Loan to the  Indenture  Trustee and return all Related
Documents to the place where the related Mortgage File was being maintained.

     In connection with the Issuer's obligation to cooperate as provided in this
Section 3.10 and all other provisions of this Agreement  requiring the Issuer to
authorize or permit any actions to be taken with respect to the Mortgage  Loans,
the  Indenture  Trustee,  as pledgee of the  Mortgage  Loans and as  assignee of
record of the Mortgage Loans on behalf of the Issuer pursuant to Section 3.13 of
the  Indenture,  expressly  agrees,  on behalf of the  Issuer,  to take all such
actions  on  behalf of the  Issuer  and  promptly  to  execute  and  return  all
instruments  reasonably  required  by  the  Servicer  in  connection  therewith;
provided,  however,  that if the Servicer  requests a signature of the Indenture
Trustee  on  behalf  of the  Issuer,  then the  Servicer  shall  deliver  to the
Indenture  Trustee an  Officer's  Certificate  stating  that such  signature  is
necessary or  appropriate  to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.

     Section 3.11 Compensation; Payment of Certain Expenses.

     (a) As  compensation  for its services  hereunder,  the  Servicer  shall be
entitled to receive the  Servicing Fee in accordance  with  Section 3.03(b)  and
Section 3.04 as compensation for its services hereunder.  Moreover, late payment
charges and the other amounts specified in Section 3.03(b)  shall be retained by
the Servicer as additional servicing compensation.

     (b) The Servicer  shall be required to pay all  expenses  incurred by it in
connection with its servicing or administrative  activities  hereunder,  and all
fees and expenses of the Owner Trustee,  the Paying Agent,  the Note  Registrar,
the  Certificate  Paying  Agent,  the  Certificate  Registrar  and the Indenture
Trustee, and shall not be entitled to reimbursement therefor except as otherwise
provided in this Agreement.

     Section 3.12 Annual Statement as to Compliance.

     (a) The Servicer shall deliver to the Issuer,  the Indenture  Trustee,  the
Paying Agent,  the Depositor and the  Underwriter,  with a copy to the Enhancer,
beginning March 31, 2004, and on or before March 31 of each year thereafter,  an
Officer's  Certificate  stating  that  (i) a  review  of the  activities  of the
Servicer  during the preceding  calendar year and of its  performance  under any
servicing agreements to which it is a party, including this Agreement,  has been
made under such  officer's  supervision  and (ii) to the best of such  officer's
knowledge,  based on such  review,  the  Servicer  has  complied in all material
respects with the minimum  servicing  standards set forth in the Uniform  Single
Attestation  Program for Mortgage  Bankers and has fulfilled all of its material
obligations in all material respects throughout such year, or, if there has been
material

                                       17

<PAGE>

noncompliance  with such servicing  standards or a default in the fulfillment in
all material  respects of any such obligation  relating to this Agreement,  such
statement shall include a description of such noncompliance or specify each such
default,  as the case may be,  known to such  officer  and the nature and status
thereof.

     (b) The Servicer  shall  deliver to the Issuer and the  Indenture  Trustee,
with a copy to the Enhancer and the Paying Agent, promptly after having obtained
knowledge  thereof,  but in no event later than five Business  Days  thereafter,
written notice by means of an Officer's  Certificate of any event which with the
giving of notice or the lapse of time or both, would become a Servicing Default.

     Section 3.13 Annual  Servicing  Report.  Beginning March 31, 2004 and on or
before March 31 of each year thereafter, the Servicer at its expense shall cause
a firm of nationally  recognized  independent public accountants (which firm may
also render other  services to the  Servicer) to furnish a report to the Issuer,
each Rating Agency, the Paying Agent and the Indenture  Trustee,  with a copy to
the Enhancer, stating its opinion that, on the basis of an examination conducted
by such firm  substantially  in accordance  with  standards  established  by the
American Institute of Certified Public Accountants, the assertions made pursuant
to Section 3.12  regarding  compliance with the minimum servicing  standards set
forth in the Uniform Single Attestation  Program for Mortgage Bankers during the
preceding calendar year are fairly stated in all material  respects,  subject to
such exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report.

     Section 3.14 Access to Certain  Documentation and Information Regarding the
Mortgage Loans.  Whenever required by statute or regulation,  the Servicer shall
provide to the  Enhancer,  any  Securityholder  upon  reasonable  request  (or a
regulator for a Securityholder) or the Indenture  Trustee,  reasonable access to
the  documentation  regarding the Mortgage Loans.  Such access shall be afforded
without  charge,  but only upon  reasonable  request and during normal  business
hours  at the  offices  of the  Servicer.  Nothing  in this  Section 3.14  shall
derogate  from the  obligation  of the  Servicer to observe any  applicable  law
prohibiting  disclosure of information regarding Mortgagors,  and the failure of
the Servicer to provide access as provided in this  Section 3.14  as a result of
such obligation shall not constitute a breach of this Section 3.14.

     Section 3.15  Maintenance  of Certain  Servicing  Insurance  Policies.  The
Servicer  shall,  during the term of its service as Servicer,  maintain in force
and effect (i) a policy or policies of insurance  covering  errors and omissions
in the performance of its obligations as Servicer  hereunder and (ii) a fidelity
bond in respect  of its  officers,  employees  or  agents.  Each such  policy or
policies and fidelity bond shall be at least equal to the coverage that would be
required  by Fannie  Mae or Freddie  Mac,  whichever  is  greater,  for  Persons
performing  servicing for mortgage loans purchased by such entity.  The Servicer
shall  furnish a copy of such policy or  policies  and/or  fidelity  bond to the
Enhancer upon the Enhancer's reasonable request therefor.

     Section  3.16  Information  Required by the  Internal  Revenue  Service and
Reports of Foreclosures  and  Abandonments of Mortgaged  Property.  The Servicer
shall prepare and deliver all federal and state information reports with respect
to the Mortgage Loans when and as required by all  applicable  state and federal
income  tax  laws.  In  particular,   with  respect  to  the  requirement  under
Section 6050J  of the Code to the effect that the Servicer or Subservicer  shall

                                       18

<PAGE>

make reports of foreclosures and abandonments of any mortgaged property for each
year beginning in 2003, the Servicer or Subservicer  shall file reports relating
to each instance occurring during the previous calendar year in which the Issuer
(a) acquired an interest in any Mortgaged Property through  foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan, or (b)
knew or had reason to know that any Mortgaged  Property had been abandoned.  The
reports  from  the  Servicer  or  Subservicer  shall  be in form  and  substance
sufficient  to meet the  reporting  requirements  imposed by  Section  6050J and
Section 6050H (reports relating to mortgage interest received) of the Code.

     Section 3.17 Assignments; Recordings of Assignments.

     (a)  Concurrently  herewith,  the Depositor  has  contracted to acquire the
Mortgage  Loans from the Seller and the Issuer has Granted its right,  title and
interest in the Mortgage Loans and other Transferred  Property  constituting the
Trust  Estate to the  Indenture  Trustee to secure  payments  on the Notes.  The
Seller will deliver the original  Loan  Agreements  to the Servicer on behalf of
the  Depositor,  endorsed or assigned  in blank,  to effect the  transfer to the
Issuer  of the  Loan  Agreements  and  all  related  Mortgages  and  other  loan
documents.  The parties  hereto  acknowledge  and agree that the Mortgage  Loans
shall for all purposes be deemed to have been transferred from the Seller to the
Depositor, from the Depositor to the Issuer and from the Issuer to the Indenture
Trustee.

     (b) If the credit  rating of Wachovia is  withdrawn or reduced to "BBB+" by
Standard & Poor's or "Baa1" by Moody's,  the Servicer  shall,  within 30 days of
any such  withdrawal or reduction,  at its own expense,  prepare  Assignments of
Mortgage (which may be included in one or more blanket  assignments if permitted
by  applicable  law) in recordable  form from the Seller to "U.S.  Bank National
Association,  as Indenture Trustee under that certain Indenture dated as of July
2, 2003, for Wachovia Asset  Securitization,  Inc. 2003-HE2 Trust". In addition,
if the credit  rating of Wachovia  is  withdrawn  or reduced to below  "BBB-" by
Standard & Poor's or below "Baa3" by Moody's, the Servicer shall, within 60 days
of any such withdrawal or reduction, at its own expense, submit for recording in
the  appropriate  public office for real  property  records the  Assignments  of
Mortgage for each  Mortgage  Loan,  provided  that no such  recordation  will be
required  in any state  where,  in the  opinion  of  counsel  acceptable  to the
Enhancer,  such  recording  is not required to protect the  Indenture  Trustee's
interests in the Mortgage Loan against the claim of any subsequent transferee or
any  creditor  of the  Seller.  While such  assignment  to be  recorded is being
recorded,  the  Servicer  shall retain a photocopy  of such  assignment.  If any
assignment is lost or returned  unrecorded to the Servicer because of any defect
therein, the Servicer shall prepare a substitute assignment or cure such defect,
as the case may be, and the Servicer shall cause such  assignment to be recorded
in accordance  with this  paragraph.  Any Assignment of Mortgage  required to be
recorded hereunder shall be retained in the Mortgage File.

     Section 3.18 [Reserved].

     Section 3.19 Funding Accounts.

     (a) No later than the Closing Date, the Indenture  Trustee shall  establish
and maintain on behalf of the Enhancer and the Holders of the related  Notes one
or more segregated  trust  accounts,  which shall be Eligible  Accounts,  titled
"Group I Funding Account, U.S. Bank

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<PAGE>

National  Association,  as Indenture Trustee for Wachovia Asset  Securitization,
Inc.  2003-HE2  Trust"  and  "Group  II  Funding  Account,  U.S.  Bank  National
Association,  as  Indenture  Trustee for  Wachovia  Asset  Securitization,  Inc.
2003-HE2  Trust".  Amounts  received with respect to the Mortgage  Loans in Loan
Group I that are to be deposited  into a Funding  Account  shall be deposited in
the Group I Funding  Account and amounts  received  with respect to the Mortgage
Loans in Loan Group II that are to be deposited into a Funding  Account shall be
deposited in the Group II Funding  Account.  In accordance with Section 3.04(b),
on the  Business  Day prior to each  Payment  Date during the related  Revolving
Period,  the Servicer shall withdraw from the Custodial Account and deposit into
the applicable Funding Account (i) the aggregate amount of Principal Collections
for the  related  Loan Group  remaining  after the  purchase  of all  Additional
Balances and (ii) on or after the Payment Date occurring in January 2004, Excess
Spread for the related  Loan  Group,  in each case to the extent  available  and
subject to the provisions of Section 3.05(a) of the Indenture.

     (b) On each  Subsequent  Transfer  Date,  the Servicer  shall  instruct the
Indenture Trustee in writing to withdraw from the applicable  Funding Account an
amount equal to the  aggregate  Principal  Balance as of the related  Subsequent
Cut-Off Date of the  Subsequent  Mortgage  Loans to be sold to the Trust on such
Subsequent  Transfer Date and allocate such  withdrawal to amounts on deposit in
the applicable  Funding Account,  and to pay such amount to or upon the order of
the Seller upon  satisfaction of the conditions set forth in this Agreement,  in
the Purchase  Agreement and in the related  Subsequent  Transfer  Agreement with
respect thereto.

     (c) The Servicer may cause the institution maintaining the Funding Accounts
to invest any funds therein in Permitted  Investments having a maturity of up to
90 days or maturing  or  otherwise  available  not later than the  Business  Day
preceding the related  Payment Date on which funds are scheduled to be withdrawn
to purchase Subsequent Mortgage Loans or Additional  Balances,  provided that no
such investment may be sold or disposed of prior to maturity. If no instructions
are received as to which Permitted  Investments the funds are to be invested in,
the funds shall be invested in Permitted  Investments described in clause (v) of
such definition. In addition, no such Permitted Investment shall be purchased at
a price in excess of par. At any time when the Indenture  Trustee is maintaining
the  Funding  Account,  any request by the  Servicer to invest  funds on deposit
therein  shall be in writing,  delivered to the  Indenture  Trustee at or before
10:30 a.m.,  New York time,  if such  investment  is to be made on such day. The
Servicer shall certify that the requested  investment is a Permitted  Investment
maturing at or prior to the time required  hereby.  Any such investment shall be
registered  in the name of the  Indenture  Trustee  or its  nominee,  and to the
extent  that any such  investment  is  certificated,  such  investment  shall be
maintained  with the Indenture  Trustee at its Corporate  Trust Office.  All net
income or other gain received from any such  investment  shall be deposited into
or credited to the Custodial  Account as Interest  Collections  from the related
Loan Group,  and may be withdrawn  therefrom in accordance with  Section 3.05 of
the Indenture.

     (d) From time to time the Indenture Trustee shall make withdrawals from the
related  Funding  Account  in  accordance  with  written  instructions  from the
Servicer as follows:

          (i) on each  Payment  Date during the related  Revolving  Period,  any
amounts on deposit in the related Funding  Account,  including Excess Spread for
the related Loan Group, shall be withdrawn and applied,  to the extent available
to the Seller, as designee of the Depositor,

                                       20

<PAGE>

as  payment  for  Additional  Balances,  if any,  in an amount  equal to (A) the
aggregate  of all  Draws  during  the  related  Collection  Period or (B) if the
Servicer has applied  amounts on deposit in the Custodial  Account  representing
Principal   Collections  from  the  related  Loan  Group  received  during  such
Collection Period to the purchase of Additional Balances, the excess, if any, of
the aggregate of all Draws during the related  Collection Period over the amount
on deposit in the related Funding Account;

          (ii) on each  Subsequent  Transfer Date, any amounts on deposit in the
related Funding Account,  to the extent not used to purchase Additional Balances
in the  related  Loan  Group,  shall be  withdrawn  and  applied as payment  for
Subsequent  Mortgage Loans in the related Loan Group, if any, in an amount equal
to the aggregate  Principal Balance as of the related Subsequent Cut-Off Date of
the Subsequent Mortgage Loans in the related Loan Group;

          (iii)  prior to 3:00  p.m.  (EST)  on the  Business  Day  prior to the
Payment Date immediately following the last day of the related Revolving Period,
or if the last day of the related  Revolving Period is a Payment Date, not later
than 1:00 p.m. (EST) on such Payment Date,  any amounts  remaining on deposit in
the related Funding Account, if any, after giving effect to clauses (i) and (ii)
above, shall be first deposited into the Distribution Account in an amount equal
to the lesser of (A) the related  Additional Balance Increase Amount and (B) the
amount on deposit in the related Funding Account, and then shall be deposited to
the Note Payment Account for payment to the Noteholders pursuant to Section 3.05
of the Indenture.

     Section 3.20 [Reserved].

     Section 3.21 P&I Advances.

     (a) The Servicer,  in its sole  discretion,  may deposit into the Custodial
Account  (from  its own  funds)  an  amount  equal to the  aggregate  amount  of
principal of or interest on Mortgage Loans that were delinquent as of the end of
any Collection Period ("P&I Advances").  The Servicer shall notify the Indenture
Trustee and the Paying Agent by a certificate  of the  Servicing  Officer of (i)
the  aggregate  amount of P&I Advances for a Payment Date and (ii) the amount of
any Nonrecoverable P&I Advances for such Payment Date.

     (b) Notwithstanding  anything herein to the contrary,  no P&I Advance shall
be required to be made  hereunder or shall be made hereunder if such P&I Advance
would, if made,  constitute a Nonrecoverable P&I Advance. On the fourth Business
Day before each Payment  Date,  the Servicer  shall  determine  whether each P&I
Advance made with respect to any previous Payment Date is a  Nonrecoverable  P&I
Advance.

     Section 3.22 Transfer of Mortgage Loans.

     (a) Subject to the conditions set forth below,  the Servicer,  upon receipt
of written notice and direction  from the Issuer,  shall cause the retransfer of
Mortgage  Loans from the Trust  Estate to the Issuer as of the close of business
on a  Payment  Date  (the  "Transfer  Date").  On the  fifth  Business  Day (the
"Transfer  Notice Date") prior to the Transfer  Date  designated in such notice,
the Servicer shall give the Indenture Trustee,  the Rating Agencies,  the Paying
Agent and the Enhancer a notice of the proposed  retransfer that contains a list
of the Mortgage Loans to be

                                       21

<PAGE>

retransferred.  Such  retransfers  of  Mortgage  Loans shall be  permitted  upon
satisfaction of the following conditions:

          (i) No Rapid Amortization Event has occurred;

          (ii) On the Transfer  Date, the  Overcollateralization  Amount for the
related Loan Group (after  giving effect to the removal from the Trust Estate of
the  Mortgage  Loans  proposed  to be  retransferred)  will  equal or exceed the
Overcollateralization  Target Amount for the related Loan Group, but only to the
extent  necessary so that the Total  Overcollateralization  Amount (after giving
effect to the removal from the Trust Estate of the Mortgage Loans proposed to be
retransferred) equals the Total Overcollateralization Target Amount;

          (iii) The retransfer of any Mortgage Loans on any Transfer Date during
a  Managed  Amortization  Period  shall  not,  in the  reasonable  belief of the
Servicer,  cause a Rapid  Amortization  Event to occur  or an event  which  with
notice or lapse of time or both would constitute a Rapid Amortization Event;

          (iv) On or before the Transfer Date, the Servicer shall have delivered
to the Indenture  Trustee and the Paying Agent a revised  Mortgage Loan Schedule
showing that the Mortgages Loans  transferred to the  Certificateholders  are no
longer owned by the Trust Estate;

          (v) The Servicer  shall  represent and warrant that the Mortgage Loans
to be removed  from the Trust  Estate were  selected at random and the  Servicer
shall have  received  the  consent of the  Enhancer as to the  selection  of the
particular Mortgage Loans to be removed; and

          (vi) The Enhancer shall have consented to the Transfer;

          (vii) Notice of such removal has been given to the Rating Agencies;

          (viii) Such transfer may only occur once per month;

          (ix) The Outstanding  Principal  Balance of the  Transferred  Mortgage
Loans shall not be greater  than the  Outstanding  Additional  Balance  Increase
Amount immediately prior to such transfer; and

          (x) The Servicer  shall have delivered to the Indenture  Trustee,  the
Paying Agent and the Enhancer an Officer's Certificate certifying that the items
set forth in subparagraphs (i) through (ix),  inclusive,  have been performed or
are true and correct,  as the case may be. The Indenture  Trustee and the Paying
Agent may conclusively rely on such Officer's Certificate, shall have no duty to
make  inquiries  with regard to the matters set forth therein and shall incur no
liability in so relying.

     The  Servicer  shall not be  permitted  to  effect  the  retransfer  of any
Mortgage Loan except under the conditions  specified  above.  Upon receiving the
requisite notice and direction from the Issuer,  the Servicer shall perform in a
timely manner those acts required of it, as specified above.  Upon  satisfaction
of the above  conditions,  on the Transfer Date the Servicer shall  deliver,  or
cause to be delivered, to the Issuer a written itemization of each Mortgage Loan
being transferred,  together with the Mortgage File for each such Mortgage Loan,
and the  Indenture

                                       22

<PAGE>

Trustee  shall  execute  and  deliver to the Issuer or its  designee  such other
documents prepared by the Servicer as shall be reasonably  necessary to transfer
such Mortgage  Loans to the  Certificateholders.  Any such transfer of the Trust
Estate's  right,  title and  interest in and to Mortgage  Loans shall be without
recourse, representation or warranty by or of the Indenture Trustee or the Trust
Estate to the Issuer or its designee.

     Section 3.23 Notice of Rating Change.

     In the event that there is any  change in the  ratings of the Class  A-II-2
Notes at any time on or after the Closing Date,  the Servicer shall give written
notice to the Auction  Agent of such event or if the Class  A-II-2  Notes are no
longer held in Book-Entry  Form,  the Paying Agent shall give written  notice to
the Servicer,  the Enhancer and the Auction  Agent of such event,  in each case,
within (3) Business Days of actual  notice or receipt of written  notice of such
change,  but not later than (1)  Business Day  immediately  preceding an Auction
Date if the Servicer or Indenture  Trustee had actual notice or received written
notice of such change prior to 12:00 noon on such  Business Day, and the Auction
Agent shall take into account  such change for purposes  hereof and any Auction,
so long as such notice is received by the Auction  Agent no later than the close
of business on such Business Day.

     Section  3.24  Calculation  of LIBOR,  Note Rate,  Net WAC Rate and Maximum
Auction Rate.

          The Servicer hereby agrees to:

          (a) determine  LIBOR for each Interest  Period in accordance  with the
Indenture and advise the Auction Agent of such rate as soon as  practicable  but
not later than 9:30 a.m. on the Auction Date;

          (b)  determine  the Note Rate for the Class A-I-1 Notes,  Class A-II-1
Notes  and the  Class  A-II-2  Notes  in  accordance  with  Section  3.27 of the
Indenture;

          (c)  determine  each Net WAC Rate and, no later than the  Business Day
preceding  each Auction Date,  advise the Auction Agent in writing of such rate;
and

          (d) if the Class A-II-2 Notes are no longer held in  Book-Entry  Form,
calculate the Maximum Auction Rate on the Business Day immediately preceding the
first day of each Interest Period.

                                       23

<PAGE>

                                   ARTICLE IV

                             Servicing Certificate

     Section 4.01 Statements to Securityholders.

     (a) With respect to each Payment  Date,  on the Business Day  following the
related Determination Date, the Servicer shall forward the Servicing Certificate
to the Indenture Trustee and the Paying Agent, and the Paying Agent, pursuant to
Section 3.26  of the  Indenture,  shall on such Payment Date make such Servicing
Certificate available to each Certificateholder, each Noteholder, the Depositor,
the Owner  Trustee,  the  Certificate  Paying  Agent,  the Paying Agent and each
Rating Agency, with a copy to the Enhancer.  The Servicing Certificate shall set
forth the following information as to the Notes and Certificates,  to the extent
applicable:

          (i)  for  each  Loan  Group,  the  aggregate  amount  of (a)  Interest
Collections,  (b) Principal  Collections  (and, with respect to any Payment Date
relating to the Managed  Amortization  Period,  Net Principal  Collections)  and
(c) Substitution Adjustment Amounts for such Collection Period;

          (ii) the amount of such distribution as principal to the Noteholders;

          (iii) the amount of such  distribution as interest to the Noteholders,
the amount thereof,  if any,  payable in respect of unpaid Interest  Shortfalls,
and the amount of any Interest Shortfalls for the related Payment Date;

          (iv) each  Deficiency  Amount,  if any,  for such Payment Date and the
aggregate amount of prior draws on the Policy thereunder not yet reimbursed;

          (v) for the Class A-I-1 Notes and the Class A-II-1 Notes,  the amount,
if any, received under the related Yield Maintenance Agreement;

          (vi) the amount of such distribution to the Certificateholders;

          (vii) the amount of any related  Additional  Balance  Increase  Amount
payable to the  Certificateholders  and the amount of Principal Collections paid
in respect of such related Additional Balance Increase Amount;

          (viii)  with  respect  to each Loan  Group,  the  aggregate  Principal
Balance of the Mortgage Loans as of the end of the preceding Collection Period;

          (ix) with  respect  to each  Loan  Group,  the  number  and  aggregate
Principal Balances of Mortgage Loans (a) as to which the Minimum Monthly Payment
is delinquent for 30-59 days,  60-89 days,  90-119 days,  120-149 days,  150-179
days and 180 or more days,  respectively,  (b) the related Mortgaged Property of
which  has  been  foreclosed  upon  and (c) as to which  the  related  Mortgaged
Property has become REO  Property,  in each case as of the end of the  preceding
Collection  Period;  provided,  however,  that  such  information  shall  not be
provided on the statements relating to the first Payment Date;

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<PAGE>

          (x) LIBOR for each of the Class A-I-1  Notes,  Class  A-II-1 Notes and
Class A-II-2 Notes for the related Interest Period;

          (xi) the Note Rate for each of the Class  A-I-1  Notes,  Class  A-II-1
Notes and the Class A-II-2 Notes for such Payment Date;

          (xii) the Net WAC Rate for each of the Class A-I-1 Notes, Class A-II-1
Notes and the Class A-II-2 Notes for the related Collection Period;

          (xiii)  prior  to  the  second   Determination   Date   following  the
commencement  of  the  Rapid  Amortization   Period,  the  aggregate  amount  of
Additional  Balances created during the previous  Collection Period and conveyed
to the Issuer prior to the commencement of the Rapid Amortization Period;

          (xiv) the  aggregate  Liquidation  Loss  Amounts  for each Loan  Group
(other than amounts allocated in respect of the Excluded Amount) with respect to
the  related   Collection   Period,  the  amount  distributed  as  principal  to
Noteholders  in respect of  Liquidation  Loss  Amounts and the  aggregate of the
Liquidation  Loss Amounts (minus any  Subsequent Net Recovery  Amounts and other
than amounts  allocated in respect of the Excluded  Amount) from all  Collection
Periods to date  expressed as dollar amount and as a percentage of the aggregate
Cut-Off Date Principal Balances of the Mortgage Loans;

          (xv) the Note Balance of the Notes and the Certificate  Balance of the
Certificates  after  giving  effect to the  distribution  of  principal  on such
Payment Date;

          (xvi) with  respect to each Loan  Group,  the  balance of the  related
Funding Account as of the end of the preceding Collection Period;

          (xvii) the Percentage  Interest  applicable to each of the Securities,
after application of payments made on such Payment Date;

          (xviii)   with    respect   to   each   Loan   Group,    the   related
Overcollateralization Amount as of the end of the preceding Collection Period;

          (xvii)..with  respect  to each Loan  Group,  the  aggregate  Principal
Balance of Subsequent  Mortgage Loans  transferred to the Trust Estate since the
Closing Date;

          (xix) the arithmetic  average of the Net Excess Spread  Percentage for
the two most recently concluded Collection Periods;

          (xx) the  arithmetic  average of the Net Excess Spread  Percentage for
the three most recently concluded Collection Periods; and

          (xxi) on or after the  Stepdown  Date,  a statement  (yes or no) as to
whether Condition 1, Condition 2 or Condition 3 is in effect.

     In the case of  information  furnished  pursuant to clauses  (ii) and (iii)
above,  the amounts shall be expressed as an aggregate dollar amount per Note or
Certificate, as applicable, with a

                                       25

<PAGE>

$25,000  denomination  and per Certificate  with a denomination  equal to a 100%
Percentage Interest.

     If a Managed  Amortization Event, a Rapid Amortization Event or a Servicing
Default shall occur,  on the Business Day  following  the related  Determination
Date, the Servicer shall forward to the Indenture  Trustee and the Paying Agent,
a statement  to such  effect,  including  the nature of such Rapid  Amortization
Event or  Servicing  Default.  The  Paying  Agent  shall  deliver or cause to be
delivered by mail to each Certificateholder,  each Noteholder, the Enhancer, the
Depositor,  the Owner  Trustee,  the  Certificate  Paying  Agent and each Rating
Agency,  notice of such Managed  Amortization Event, Rapid Amortization Event or
Servicing  Default,  including,  in the case of a Rapid  Amortization Event or a
Servicing  Default,  the nature  thereof.  Such statement may be included in, or
separate from, the regular statement sent to Securityholders.

     The Paying Agent shall make the Servicing  Certificate (and, at its option,
any additional files  containing the same information in an alternative  format)
available each month to Securityholders  and the Enhancer,  and other parties to
this  Agreement via the Paying  Agent's  internet  website.  The Paying  Agent's
internet   website  shall   initially  be  located  at   "www.firstlinkabs.com".
Assistance  in using the website  can be obtained by calling the Paying  Agent's
customer  service  desk at (800)  665-9359.  Parties  that are unable to use the
above  distribution  option are entitled to have a paper copy mailed to them via
first class mail by calling the customer  service desk and indicating  such. The
Paying  Agent  shall  have  the  right  to  change  the  way the  statements  to
Securityholders  are  distributed  in  order  to  make  such  distribution  more
convenient  and/or more  accessible  to the above  parties and the Paying  Agent
shall provide timely and adequate  notification  to all above parties  regarding
any such changes.  The Paying Agent may require  registration and the acceptance
of a disclaimer in connection with access to its website

     (b) The Servicer  shall  forward to the Paying Agent any other  information
reasonably  requested  by the  Paying  Agent  necessary  to  make  distributions
pursuant to Section 3.05 of the Indenture. Prior to the close of business on the
Business Day next succeeding each Determination Date, the Servicer shall furnish
a written  statement to the Certificate  Paying Agent,  the Paying Agent and the
Indenture  Trustee setting forth the aggregate  amounts required to be withdrawn
from the Custodial Account and deposited into the Note Payment Account,  Funding
Accounts and/or  Distribution  Account on the Business Day preceding the related
Payment Date pursuant to Section 3.04. The determination by the Servicer of such
amounts shall,  in the absence of obvious error,  be deemed to be  presumptively
correct for all purposes hereunder,  and the Owner Trustee, the Paying Agent and
the  Indenture  Trustee  shall be protected in relying upon the same without any
independent  check or  verification.  In  addition,  upon the  Issuer's  written
request,  the  Servicer  shall  promptly  furnish  such  information  reasonably
requested by the Issuer that is  reasonably  available to the Servicer to enable
the Issuer to perform its federal and state income tax reporting obligations.

     Section 4.02 Tax Returns and 1934 Act Reports

     (a) The  Servicer  agrees to perform the  obligations  of the  Servicer set
forth in Section 5.03 of the Trust Agreement. The Servicer will prepare and file
or cause to be prepared and filed all tax and  information  returns of the Trust
Estate.

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<PAGE>

     (b) The Servicer  shall  prepare all reports on behalf of the Trust Estate,
including,  but not  limited  to,  all  Forms  8-K and  Forms  10-K,  and,  when
applicable,  any Form 15, that are required under the Securities Exchange Act of
1934, as amended,  and any certifications  required by the Sarbanes-Oxley Act of
2002 to be filed with such Forms 10-K.  The Servicer  shall continue to file all
Forms 8-K and Forms 10-K with respect to the Trust Estate until  directed by the
Depositor in writing to discontinue such filings.

                                   ARTICLE V

                              Note Payment Account

     Section 5.01 Note Payment  Account.  The Paying Agent shall  establish  and
maintain an Eligible Account entitled "Wachovia Bank, National  Association,  as
Paying Agent,  for the benefit of the  Securityholders,  the Indenture  Trustee,
Certificate Paying Agent and the Enhancer,  pursuant to the Indenture,  dated as
of July 2, 2003,  among  Wachovia Asset  Securitization,  Inc.  2003-HE2  Trust,
Wachovia Bank,  National  Association  and U.S. Bank National  Association  (the
"Note Payment  Account").  On each Payment Date,  amounts on deposit in the Note
Payment  Account shall be  distributed  by the Paying Agent in  accordance  with
Section 3.05  of the  Indenture.  The  Paying  Agent  shall  invest or cause the
institution  maintaining the Note Payment Account to invest the funds therein in
Permitted  Investments  designated  in the  name  of  the  Paying  Agent,  which
investments  shall  mature not later than the Business  Day next  preceding  the
Payment  Date  next  following  the  date of such  investment  (except  that any
investment in the institution  with which the Note Payment Account is maintained
may mature or be payable on demand on such Payment Date).  In addition,  no such
Permitted  Investment shall be purchased at a price in excess of par. All income
and gain  realized  from any such  investment  shall be for the  benefit  of the
Servicer  and shall be  subject  to its  withdrawal  or order from time to time,
except that an amount equal to one day's interest on any such  investment  shall
be for the  benefit of the Paying  Agent.  The amount of any losses  incurred in
respect of any such  investments  shall be deposited in the Note Payment Account
by the  Servicer  and the  Paying  Agent out of their own funds  immediately  as
realized and shall be  allocated  between the Servicer and the Paying Agent on a
pro rata  basis,  such that the  percentage  of any such loss  allocated  to the
Paying Agent shall equal a fraction,  the  numerator of which equals one (1) and
the denominator of which equals the number of days the funds in the Note Payment
Account were  invested in such  investment.  Subject to  Section 8.02(b)  of the
Indenture,  and except as provided in this Section 5.01,  the Paying Agent shall
not be liable for  investment  losses on funds on  deposit  in the Note  Payment
Account.

                                   ARTICLE VI

                                  The Servicer

     Section 6.01  Liability of the  Servicer.  The Servicer  shall be liable in
accordance herewith only to the extent of the obligations  specifically  imposed
upon and undertaken by the Servicer herein.

     Section 6.02 Merger or  Consolidation  of, or Assumption of the Obligations
of, the  Servicer.  Any  corporation  into which the  Servicer  may be merged or
converted or with which it

                                       27

<PAGE>

may be consolidated, or any corporation resulting from any merger, conversion or
consolidation  to  which  the  Servicer  shall be a  party,  or any  corporation
succeeding  to the  business  of the  Servicer,  shall be the  successor  of the
Servicer 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 Servicer may assign its rights and delegate its duties and  obligations
under this  Agreement,  provided that the Person  accepting  such  assignment or
delegation  shall be a Person qualified to service mortgage loans, is reasonably
satisfactory to the Enhancer (provided, however, that such consent to assignment
may not be unreasonably  withheld), is willing to service the Mortgage Loans and
executes and delivers to the Issuer (with a copy to the  Enhancer) an agreement,
in form and substance reasonably  satisfactory to the Enhancer, that contains an
assumption by such Person of the due and punctual  performance and observance of
each  covenant and  condition to be performed or observed by the Servicer  under
this Agreement;  provided,  further, that no Rating Event will occur as a result
of such  assignment and delegation (as evidenced by a letter to such effect from
each  Rating  Agency) if  determined  without  regard to the  Policy;  provided,
further,  that the Owner  Trustee,  the Paying Agent and the  Indenture  Trustee
shall  receive an Opinion of  Counsel  to the  effect  that such  assignment  or
delegation  will not cause the  Issuer to be  treated  as an  association  (or a
publicly-traded  partnership)  taxable as a corporation  for federal  income tax
purposes.

     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 Issuer,  the Owner  Trustee,  the
Paying Agent, the Indenture Trustee or the  Securityholders for any action taken
or for  refraining  from the taking of any action in good faith pursuant to this
Agreement; provided, however, that this provision shall not protect the Servicer
or any such Person  against any  liability  that would  otherwise  be imposed by
reason  of its  willful  misfeasance,  bad  faith  or  gross  negligence  in the
performance  of its duties  hereunder or by reason of its reckless  disregard of
its obligations and duties  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,  officer, employee
or agent of the Servicer  shall be  indemnified  by the Issuer and held harmless
against any loss,  liability or expense  incurred in  connection  with any legal
action relating to this Agreement or the  Securities,  including any amount paid
to the Owner  Trustee,  the Paying Agent or the  Indenture  Trustee  pursuant to
Section 6.06(b),  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 the  Servicer's  willful
misfeasance,  bad faith or gross  negligence  in the  performance  of its duties
hereunder or by reason of its reckless  disregard of its  obligations and duties
hereunder.  The  Servicer  shall  not be under  any  obligation  to  appear  in,
prosecute  or defend any legal  action that is not  incidental  to its duties to
service the Mortgage Loans in accordance  with this  Agreement,  and that in its
opinion may involve it in any expense or liability;  provided, however, that the
Servicer may in its sole  discretion  undertake any such action that it may deem
necessary or desirable  in respect of this  Agreement,  the rights and duties of
the parties hereto and the interests of the Securityholders.  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  Issuer,  and the

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<PAGE>

Servicer shall be entitled to be reimbursed  therefor.  The Servicer's  right to
indemnity  or  reimbursement  pursuant to this  Section  6.03 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).

     Section  6.04  Servicer  Not  to  Resign.  Subject  to  the  provisions  of
Section 6.02,  the  Servicer  shall not resign from the  obligations  and duties
hereby imposed on it except (a) 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 (b) upon satisfaction of the following conditions: (i) the Servicer
shall have proposed a successor servicer to the Issuer and the Indenture Trustee
in writing and such proposed successor servicer is reasonably  acceptable to the
Issuer,  the Indenture  Trustee and the Enhancer;  (ii) each Rating Agency shall
have  delivered a letter to the Issuer,  the Enhancer and the Indenture  Trustee
prior to the  appointment  of the successor  servicer  stating that the proposed
appointment  of such successor  servicer as Servicer  hereunder will not cause a
Rating  Event,  if  determined  without  regard to the  Policy;  and (iii)  such
proposed  successor  servicer  is  reasonably  acceptable  to the  Enhancer,  as
evidenced  by a  letter  to the  Issuer  and the  Indenture  Trustee;  provided,
however,  that no such  resignation by the Servicer shall become effective until
such successor servicer or, in the case of (a) above, the Indenture Trustee,  as
pledgee  of  the   Mortgage   Loans,   shall   have   assumed   the   Servicer's
responsibilities and obligations  hereunder or the Indenture Trustee, as pledgee
of the Mortgage Loans,  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 Indenture  Trustee and
the Enhancer.

     Section 6.05 Delegation of Duties. 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,  that  agrees  to  conduct  such  duties  in
accordance with standards  comparable to those with which the Servicer  complies
pursuant to 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.

     Section 6.06 Payment of Indenture  Trustee's,  the Paying Agent's and Owner
Trustee's Fees and Expenses; Indemnification.

     (a) After the Closing Date, the Servicer covenants and agrees to pay to the
Owner Trustee,  the Paying Agent,  the Note Registrar,  the  Certificate  Paying
Agent, the Certificate  Registrar,  the Indenture  Trustee and any co-trustee of
the  Indenture  Trustee or the Owner  Trustee  from time to time,  and the Owner
Trustee,  the Note  Registrar,  the  Certificate  Paying Agent,  the Certificate
Registrar, the Paying Agent, the Indenture Trustee and any such co-trustee shall
be entitled to,  reasonable  compensation  for all services  rendered by each of
them in the execution of the trusts  created  under the Trust  Agreement and the
Indenture and in the exercise and

                                       29

<PAGE>

performance  of any of the powers and duties  under the Trust  Agreement  or the
Indenture,  as the case may be, of the Owner Trustee,  the Note  Registrar,  the
Certificate  Paying Agent,  the  Certificate  Registrar,  the Paying Agent,  the
Indenture Trustee and any co-trustee, and the Servicer will pay or reimburse the
Note Registrar,  the Certificate  Paying Agent, the Certificate  Registrar,  the
Paying Agent,  the  Indenture  Trustee and any  co-trustee  upon request for all
reasonable  expenses,  disbursements  and advances  incurred or made by the Note
Registrar,  the Certificate Paying Agent, the Certificate Registrar,  the Paying
Agent,  the Indenture  Trustee or any  co-trustee in accordance  with any of the
provisions of this  Agreement,  the Indenture,  the Trust  Agreement,  any other
Basic  Document or the  Auction  Agent  Agreement  (which  payment  shall not be
limited  by any law in regards  to the  compensation  of a trustee of an express
trust)  except any such expense,  disbursement  or advance as may arise from its
negligence, willful misfeasance or bad faith. In addition, the Indenture Trustee
shall be entitled to be reimbursed  from the Servicer for all  reasonable  costs
associated with the transfer of servicing from the predecessor servicer pursuant
to Section 7.02 hereunder,  including,  without limitation, any reasonable costs
or expenses  associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the  Indenture  Trustee  to  correct  any  errors or  insufficiencies  in the
servicing  data or  otherwise  to enable  the  Indenture  Trustee  or  successor
Servicer to service the Mortgage Loans properly and effectively.

     (b) The Servicer  agrees to indemnify  the  Indenture  Trustee,  the Paying
Agent,  the Note  Registrar,  the  Certificate  Paying  Agent,  the  Certificate
Registrar and the Owner Trustee for, and to hold the Indenture  Trustee (and any
Responsible  Officer  thereof),  the  Paying  Agent,  the  Note  Registrar,  the
Certificate  Paying Agent, the Certificate  Registrar and the Owner Trustee,  as
the case may be,  harmless  against,  any loss,  liability  or expense  incurred
without negligence, bad faith or willful misconduct on the part of the Indenture
Trustee, the Paying Agent, the Note Registrar, the Certificate Paying Agent, the
Certificate  Registrar or the Owner Trustee, as the case may be, arising out of,
or in connection with, the acceptance and  administration  of the Issuer and the
assets thereof,  including the costs and expenses  (including  reasonable  legal
fees and  expenses) of defending the Indenture  Trustee,  the Paying Agent,  the
Note Registrar,  the Certificate Paying Agent, the Certificate  Registrar or the
Owner  Trustee,  as the case may be,  against any claim in  connection  with the
exercise or  performance of any of its powers or duties under any Basic Document
or the Auction Agent Agreement; provided, however, that:

          (i) with respect to any such claim, the Indenture Trustee,  the Paying
Agent,  the Note  Registrar,  the  Certificate  Paying  Agent,  the  Certificate
Registrar  or Owner  Trustee,  as the case may be, shall have given the Servicer
written notice thereof promptly after the Indenture  Trustee,  the Paying Agent,
the Note Registrar,  the Certificate Paying Agent, the Certificate  Registrar or
Owner Trustee, as the case may be, shall have actual knowledge thereof;

          (ii) while maintaining  control over its own defense,  the Issuer, the
Indenture Trustee, the Paying Agent, the Note Registrar,  the Certificate Paying
Agent,  the  Certificate  Registrar or Owner Trustee,  as the case may be, shall
cooperate and consult fully with the Servicer in preparing such defense; and

          (iii) notwithstanding  anything in this Agreement to the contrary, the
Servicer  shall  not be liable  for  settlement  of any  claim by the  Indenture
Trustee, the Paying Agent, the

                                       30

<PAGE>

Note Registrar,  the Certificate Paying Agent, the Certificate  Registrar or the
Owner Trustee, as the case may be, entered into without the prior consent of the
Servicer.

     No  termination  of this  Agreement or resignation or removal of the Paying
Agent,  the Note  Registrar,  the  Certificate  Paying  Agent,  the  Certificate
Registrar or the Indenture Trustee shall affect the obligations  created by this
Section 6.06  of the Servicer to indemnify  the  Indenture  Trustee,  the Paying
Agent,  the Note  Registrar,  the  Certificate  Paying  Agent,  the  Certificate
Registrar and the Owner Trustee under the conditions and to the extent set forth
herein.

     Notwithstanding the foregoing, the indemnification provided by the Servicer
in this  Section 6.06(b)  shall not pertain to any loss, liability or expense of
the Indenture  Trustee,  the Paying Agent,  the Note Registrar,  the Certificate
Paying Agent,  the  Certificate  Registrar or the Owner  Trustee,  including the
costs and expenses of defending itself against any claim, incurred in connection
with any actions taken by the  Indenture  Trustee,  the Paying  Agent,  the Note
Registrar,  the Certificate Paying Agent, the Certificate Registrar or the Owner
Trustee at the written  direction of the Noteholders or  Certificateholders,  as
the case may be, pursuant to the terms of this Agreement.

                                  ARTICLE VII

                                    Default

     Section 7.01 Servicing Default.

     (a) If any one of the following events (each, a "Servicing  Default") shall
occur and be continuing:

          (i) any  failure by the  Servicer  to deposit in any of the  Custodial
Account,  the Note Payment  Account,  either Funding Account or the Distribution
Account any deposit  required to be made under the terms of this  Agreement that
continues  unremedied  for a period of three (3) Business Days after the earlier
of (A) the date upon which written  notice of such failure shall have been given
to the Servicer by the Issuer or the Indenture  Trustee or to the Servicer,  the
Issuer and the Indenture Trustee by the Enhancer and (B) the first date on which
the Servicer has actual knowledge of such failure;  (ii) any failure on the part
of the Servicer duly to observe or perform any other  covenants or agreements of
the  Servicer  set  forth  in this  Agreement,  which  failure,  in  each  case,
materially and adversely affects the interests of the Securityholders, and which
failure  continues  unremedied  for a period of 45 days after the earlier of (A)
the date on which  written  notice  of such  failure,  requiring  the same to be
remedied, and stating that such notice is a "Notice of Default" hereunder, shall
have been given to the Servicer by the Issuer or the Indenture Trustee or to the
Servicer, the Issuer and the Indenture Trustee by the Enhancer and (B) the first
date on which the Servicer has actual knowledge of such failure;

          (iii) 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
conservatorship,  receivership,  readjustment of debt,

                                       31

<PAGE>

marshalling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs; or

          (iv) the  consent by the  Servicer  to 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  of or relating to the Servicer or of or relating to all or
substantially  all of its property;  or the  commencement of an involuntary case
relating  to the  Servicer  under any  applicable  federal or state  bankruptcy,
insolvency  or other  similar law and such case shall  either be consented to by
the Servicer or shall not have been dismissed or stayed within sixty (60) day of
its  commencement;  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;

then, and in every such case, so long as a Servicing Default shall not have been
remedied by the  Servicer,  either the  Depositor,  the  Enhancer (so long as no
Enhancer Default exists),  or the Indenture Trustee, at the written direction of
the  holders of at least 51% of the  Outstanding  Note  Balance  (if an Enhancer
Default exists) by notice then given in writing to the Servicer,  the Issuer and
the Indenture  Trustee,  may terminate all of the rights and  obligations of the
Servicer  as  servicer  under  this  Agreement  other  than its right to receive
servicing  compensation  and  reimbursement  for  servicing  the Mortgage  Loans
hereunder  during  any  period  prior to the date of such  termination,  and the
Issuer,  the Enhancer or the Indenture  Trustee (with the written consent of the
Enhancer),  may exercise any and all other remedies  available at law or equity.
The Servicer shall immediately notify the Indenture Trustee, the Issuer and each
Rating Agency,  the Enhancer and the Issuer in writing of any Servicing  Default
as to which it has actual knowledge.  On or after the receipt by the Servicer of
such  written  notice,  all  authority  and  power of the  Servicer  under  this
Agreement,  whether with  respect to the  Securities  or the  Mortgage  Loans or
otherwise,  shall pass to and be  vested,  subject to  Section 7.02  hereof,  as
pledgee of the Mortgage Loans, in the Indenture  Trustee,  pursuant to and under
this  Section 7.01;  and, without  limitation,  the Indenture  Trustee 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  Issuer,  the  Enhancer  and  Indenture
Trustee,   as  the  case  may  be,  in   effecting   the   termination   of  the
responsibilities  and  rights  of the  Servicer  hereunder,  including,  without
limitation,  the transfer to the Indenture Trustee for the  administration by it
of all cash  amounts  relating to the  Mortgage  Loans that shall at the time be
held by the Servicer and to be deposited by it in the Custodial Account, or that
have been  deposited  by the  Servicer in the  Custodial  Account or  thereafter
received by the  Servicer  with respect to the Mortgage  Loans.  All  reasonable
costs and expenses (including,  but not limited to, attorneys' fees) incurred in
connection  with amending this Agreement to reflect such  succession as Servicer
pursuant to this Section 7.01  shall be paid by the predecessor  Servicer (or if
the predecessor  Servicer is the Indenture  Trustee,  the initial Servicer) upon
presentation of reasonable documentation of such costs and expenses.

     (b)  Notwithstanding  any  termination  of the  activities  of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a payment on a Mortgage Loan

                                       32

<PAGE>

that  was  due  prior  to the  notice  terminating  the  Servicer's  rights  and
obligations  hereunder and received after such notice, that portion to which the
Servicer would have been entitled pursuant to Sections 3.03 and 3.09, as well as
its  Servicing  Fee in respect  thereof,  and any other  amounts  payable to the
Servicer  hereunder the  entitlement to which arose prior to the  termination of
its activities hereunder.

     Notwithstanding  the foregoing,  a delay in or failure of performance under
clause (i) or (ii) of the definition of Servicing Default,  after the applicable
grace periods  specified  therein,  shall not constitute a Servicing  Default if
such delay or failure  could not be  prevented  by the  exercise  of  reasonable
diligence  by the Servicer and such delay or failure was caused by an act of God
or the public  enemy,  acts of  declared or  undeclared  war,  public  disorder,
rebellion or  sabotage,  epidemics,  landslides,  lightning,  fire,  hurricanes,
earthquakes,  floods or similar causes. The preceding sentence shall not relieve
the Servicer from using reasonable efforts to perform its respective obligations
in a timely manner in accordance with the terms of this Agreement.  The Servicer
shall provide the  Indenture  Trustee,  the Paying  Agent,  the Enhancer and the
Securityholders with written notice of any such failure or delay by it, together
with a description  of its efforts to so perform its  obligations.  The Servicer
shall immediately notify the Indenture  Trustee,  the Paying Agent, the Enhancer
and the Issuer in writing of any Servicing Default.

     (c) If the Servicer Termination Triggers shall occur and be continuing with
respect to a Payment Date,  then in each and every such case,  and so long as no
Enhancer   Default  exists,   the  Enhancer  may  send  written  notice  to  the
Securityholders  of its intention to remove the Servicer and appoint a successor
Servicer and the date on which such removal will take place; provided,  however,
that such date shall be at least 30 days from the date of such  notice.  None of
the Indenture Trustee,  the Paying Agent or the  Securityholders  shall have the
right to initiate removal of the Servicer if a Servicer  Termination Trigger has
occurred.

     Section 7.02 Indenture Trustee to Act; Appointment of Successor.

     (a) On and after the time the  Servicer  receives  a notice of  termination
pursuant  to  Section 7.01  or  sends a notice  pursuant  to  Section 6.04,  the
Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall
appoint an affiliate of the  Indenture  Trustee to become,  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  immediately  assume
all of the  obligations of the Servicer to make advances on Mortgage Loans under
Section 3.03(b)  and will be subject to all other  responsibilities,  duties and
liabilities  relating thereto placed on the Servicer by the terms and provisions
hereof as soon as  practicable,  but in no event  later  than 90 days  after the
Indenture Trustee becomes  successor  servicer.  During such 90 day period,  the
Indenture  Trustee,  with the written  consent of the Enhancer,  may require the
Servicer being terminated to continue to perform such servicing responsibilities
(other than making advances on the Mortgage Loans under  Section 3.03(b)) as the
Indenture  Trustee  deems  appropriate.   In  such  event,  the  Servicer  being
terminated  shall  provide such  services as directed by the  Indenture  Trustee
until the earliest of the date the Indenture  Trustee  notifies such Servicer to
discontinue  providing such services,  the date on which a successor servicer or
the Indenture Trustee has assumed all  responsibilities,  duties and liabilities
of the Servicer  hereunder or the expiration of the 90 day period.  The Servicer
shall be entitled to the Servicing Fee hereunder for any period during which the
Servicer is  obligated  to provide  such  services as if no  termination  of the

                                       33

<PAGE>

Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall
be  construed to permit or require the  Indenture  Trustee to (i) succeed to the
responsibilities, duties and liabilities of the initial Servicer in its capacity
as Seller under the Purchase  Agreement,  (ii) be responsible or accountable for
any act or  omission  of the  Servicer  prior to the  issuance  of a  notice  of
termination  hereunder,  (iii) require or obligate the Indenture Trustee, in its
capacity as  successor  Servicer,  to purchase,  repurchase  or  substitute  any
Mortgage Loan,  (iv) fund any  Additional  Balances with respect to any Mortgage
Loan,  (v) fund any losses on any  Permitted  Investment  directed  by any other
Servicer,  or (vi) be responsible for the  representations and warranties of the
predecessor Servicer. As compensation  therefor,  the Indenture Trustee 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
foregoing,  if the  Indenture  Trustee  is  (x)  unwilling  to act as  successor
Servicer itself or to appoint an affiliate to become successor Servicer,  or (y)
legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans
may (in the  situation  described  in  clause  (x)) or shall  (in the  situation
described in clause (y))  appoint or petition a court of competent  jurisdiction
to appoint any established housing and home finance  institution,  bank or other
mortgage loan servicer  having a net worth of not less than  $10,000,000  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,
however,  that any such successor  Servicer shall be acceptable to the Enhancer,
as evidenced by the Enhancer's prior written consent, which consent shall not be
unreasonably  withheld.  Pending  appointment  of a  successor  to the  Servicer
hereunder, unless the Indenture Trustee is prohibited by law from so acting, the
Indenture  Trustee  itself  shall act or  appoint  an  affiliate  to act in such
capacity as provided above. 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  that the Servicer would
otherwise have received pursuant to Section 3.11 (or such other  compensation as
the Indenture  Trustee and such  successor  shall agree).  The  appointment of a
successor  Servicer shall not affect any liability of the  predecessor  Servicer
that may have arisen under this Agreement  prior to its  termination as Servicer
(including the  obligation to purchase  Mortgage Loans pursuant to Section 3.01,
to pay any deductible  under an insurance  policy pursuant to Section 3.05 or to
indemnify  the  Indenture  Trustee  pursuant  to  Section  6.06),  nor shall any
successor  Servicer  (including the Indenture Trustee) 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 Indenture  Trustee and such successor shall take such action,
consistent  with this  Agreement  and the  requirements  (including  any  notice
requirements)  of applicable  law, as shall be necessary to effectuate  any such
succession.  Notwithstanding  the  foregoing,  the  Indenture  Trustee,  in  its
capacity  as  successor  Servicer,  shall  not be  responsible  for the  lack of
information and/or documents that it cannot obtain through reasonable efforts or
for failing to take any action that the Indenture Trustee is legally  prohibited
from taking by applicable law.

     (b) Any  successor,  including  the Indenture  Trustee,  to the Servicer as
servicer  shall  during  its  term as  Servicer  (i)  continue  to  service  and
administer  the  Mortgage  Loans for the  benefit of the  Securityholders,  (ii)
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 3.13  and (iii) be
bound by the terms of the Insurance Agreement.

                                       34

<PAGE>

     (c) Any successor Servicer,  including the Indenture Trustee,  shall not be
deemed in default or to have  breached its duties  hereunder if the  predecessor
Servicer shall fail to deliver any required deposit to the Custodial  Account or
otherwise   cooperate  with  any  required   servicing  transfer  or  succession
hereunder.

     (d) All reasonable costs and expenses (including  attorneys' fees) incurred
in connection with the transfer of Mortgage Files and the servicing  duties to a
successor servicer hereunder shall be paid by the related predecessor servicer.

     Section 7.03  Notification to  Securityholders.  Upon any termination of or
appointment  of a successor  to the  Servicer  pursuant  to this  Article VII or
Section 6.04,  the Indenture Trustee shall give prompt written notice thereof to
the Securityholders, the Enhancer, the Issuer and each Rating Agency.

                                  ARTICLE VIII

                            Miscellaneous Provisions

     Section 8.01 Amendment.  This Agreement may be amended from time to time by
the parties hereto, but only by written instrument signed by the parties hereto;
provided, however, that any such amendment shall be accompanied by a letter from
each Rating Agency to the effect that such amendment will not result in a Rating
Event if determined without regard to the Policy;  provided,  further,  that the
Enhancer, the Paying Agent and the Indenture Trustee shall consent thereto.

     Section  8.02   Exhibits.   The  exhibits  to  this  Agreement  are  hereby
incorporated and made a part hereof and are an integral part of this Agreement.

     Section  8.03  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND
CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW  PROVISIONS  (OTHER THAN SECTION 5-1401 OF THE
GENERAL  OBLIGATIONS  LAW),  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 8.04 Notices.  All demands,  notices and  communications  hereunder
shall be in writing  and shall be deemed to have been duly  given if  personally
delivered at or mailed by certified mail,  return receipt  requested,  to (a) in
the case of the Servicer,  One Wachovia  Center,  18th Floor,  Charlotte,  North
Carolina 28288-0572,  Attention:  David Mason, Re: Wachovia Asset Securitization
2003-HE2  Trust,  Facsimile:  (704)  383-3878,  (b) in the case of the Enhancer,
Financial Guaranty Insurance Company, 125 Park Avenue, New York, New York 10017,
Attention:  Research and Risk Management  (Wachovia Asset  Securitization,  Inc.
2003-HE2  Trust),  (c) in the case of Moody's,  Home  Mortgage  Loan  Monitoring
Group, 4th Floor, 99 Church Street, New York, New York 10001, (d) in the case of
Standard  & Poor's,  55 Water  Street,  New  York,  New York  10004,  Attention:
Residential  Mortgage  Surveillance Group, (e) in the case of the Owner Trustee,
Wilmington  Trust  Company,  Rodney  Square  North,  1100 North  Market  Street,
Wilmington,  Delaware 19890-0001,  (f) in the case of the Issuer, Wachovia Asset

                                       35

<PAGE>

Securitization,  Inc.  2003-HE2 Trust,  c/o the Owner Trustee at the address set
forth in clause  (e) above,  (g) in the case of the  Indenture  Trustee,  at the
Corporate  Trust  Office of the  Indenture  Trustee,  and (h) in the case of the
Paying  Agent,  at the  Corporate  Trust  Office of the Paying  Agent;  or, with
respect to each of the  foregoing  Persons,  at such  other  address as shall be
designated by such Person in a written  notice to the other  foregoing  Persons.
Any notice required or permitted to be mailed to a Securityholder shall be given
by first class mail, postage prepaid,  at the address of such  Securityholder as
shown in the Note  Register  or  Certificate  Register,  as the case may be. Any
notice  so  mailed  within  the  time  prescribed  in this  Agreement  shall  be
conclusively  presumed  to have  been duly  given,  whether  or not the  related
Securityholder receives such notice. Any notice or other document required to be
delivered or mailed by the Indenture Trustee to any Rating Agency shall be given
on  a  reasonable   efforts   basis  and  only  as  a  matter  of  courtesy  and
accommodation,  and the Indenture Trustee shall have no liability for failure to
deliver any such notice or document to any Rating Agency.

     Section  8.05  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 the Securities or
the rights of the Securityholders.

     Section 8.06  Protection of  Confidential  Information.  The Servicer shall
keep confidential and shall not divulge to any party any information  pertaining
to the Mortgage Loans or any Mortgagor  thereunder,  except as required pursuant
to this Agreement and except to the extent that it is necessary and  appropriate
for the  Servicer  to do so in working  with  legal  counsel,  auditors,  taxing
authorities,  regulatory  authorities  or  other  governmental  agencies  or  in
accordance with the Collection Policy.

     Section 8.07 Third-Party  Beneficiaries.  This Agreement shall inure to the
benefit of and be binding  upon the parties  hereto,  the  Securityholders,  the
Enhancer,  the Owner  Trustee  and their  respective  successors  and  permitted
assigns.  Except as otherwise provided in this Agreement,  no other Person shall
have  any  right or  obligation  hereunder.  The  Enhancer  shall be an  express
third-party beneficiary of this Agreement.

     Section 8.08 Counterparts. This instrument may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

     Section  8.09 Effect of  Headings  and Table of  Contents.  The Article and
Section headings  herein and the Table of Contents are for convenience  only and
shall not affect the construction hereof.

     Section 8.10  Termination  upon Purchase by the Servicer or  Liquidation of
All Mortgage Loans; Partial Redemption.

     (a) The respective  obligations and  responsibilities of the Servicer,  the
Issuer,  the  Paying  Agent  and the  Indenture  Trustee  created  hereby  shall
terminate upon the last action

                                       36

<PAGE>

required to be taken by the Issuer  pursuant to the Trust  Agreement  and by the
Indenture  Trustee and the Paying Agent pursuant to the Indenture  following the
earlier of:

          (i) the date on or before which the  Indenture or the Trust  Agreement
is terminated, or

          (ii) the  purchase  by the  Servicer  from the Issuer of all  Mortgage
Loans and REO Property in accordance with Section 8.10(b).

     (b) The  Servicer  shall have the right to purchase  from the Issuer all of
the Mortgage  Loans and related REO Property if the Note Balance of the Notes as
of any Payment  Date is less than 10% of the Note Balance of the Notes as of the
Closing Date, (provided that a draw on the Policy would not occur as a result of
such  purchase,  and  provided  further  that the  purchase  price will  provide
sufficient  funds to pay the  outstanding  Note  Balance  and accrued and unpaid
interest  on the  Notes to the  Payment  Date on which  such  amounts  are to be
distributed to the  Securityholders),  at a price equal to 100% of the aggregate
unpaid Principal Balance of all such remaining  Mortgage Loans, plus accrued and
unpaid interest  thereon at the weighted average of the Loan Rates thereon up to
the date  preceding the Payment Date on which such amounts are to be distributed
to the Securityholders  (and in the case of REO Property,  the fair market value
of the REO  Property),  plus any amounts due and owing to the Enhancer under the
Insurance  Agreement  related to the Mortgage Loans or the Notes (and any unpaid
Servicing  Fee relating to the Mortgage  Loans shall be deemed to have been paid
at such time),  plus any Interest  Shortfall  and  interest  owed thereon to the
Noteholders.  The  purchase  price paid by the  Servicer  shall also include any
amounts owed by the Seller pursuant to Section 3.01(d) of the Purchase Agreement
in respect of any  liability,  penalty or expense that resulted from a breach of
the  representation and warranty set forth in Section  3.01(b)(xi),  that remain
unpaid on the date of such purchase.

     The Servicer shall send written notice to the Indenture Trustee, the Paying
Agent and the  Enhancer of its intent to exercise  its right to purchase  any of
the Mortgage Loans pursuant to this Section 8.10(b).

     If such right is exercised by the Servicer,  the Servicer shall deposit the
amount calculated pursuant to this Section 8.08(b) with the Indenture Trustee or
the Paying Agent pursuant to Section 4.10 of the Indenture and, upon the receipt
of such deposit, the Indenture Trustee shall release to the Servicer,  the files
pertaining to the Mortgage Loans being purchased.  The Servicer, at its expense,
shall prepare and deliver to the Indenture  Trustee for  execution,  at the time
the  related  Mortgage  Loans are to be released  to the  Servicer,  appropriate
documents  assigning each such Mortgage Loans from the Indenture  Trustee or the
Issuer to the Servicer or the appropriate party.

     Section 8.11 Certain Matters Affecting the Indenture Trustee and the Paying
Agent. For all purposes of this Agreement,  in the performance of any of each of
their duties or in the exercise of any of either of their powers hereunder,  the
Indenture  Trustee and the Paying  Agent shall be subject to and entitled to the
benefits of Article VI of the Indenture.

     Section 8.12 Owner Trustee,  Paying Agent and Indenture  Trustee Not Liable
for Related  Documents.  The  recitals  contained  herein  shall be taken as the
statements  of the

                                       37

<PAGE>

Servicer,  and the Owner  Trustee,  the Paying Agent and the  Indenture  Trustee
assume no responsibility  for the correctness  thereof.  The Owner Trustee,  the
Paying  Agent  and  the  Indenture  Trustee  make no  representations  as to the
validity or  sufficiency  of this  Agreement,  of any Basic  Document or Related
Document, or of the Certificates (other than the signatures of the Owner Trustee
and the Indenture  Trustee on the Certificates) or the Notes. The Owner Trustee,
the  Paying  Agent  and  the  Indenture  Trustee  shall  at  no  time  have  any
responsibility  or liability with respect to the sufficiency of the Trust Estate
or its ability to generate the payments to be distributed to  Certificateholders
under the Trust Agreement or the Noteholders under the Indenture,  including the
compliance  by the  Depositor,  the Seller or the Servicer  with any warranty or
representation  made  under  any  Basic  Document  or the  accuracy  of any such
warranty or representation, or any action of any person taken in the name of the
Owner Trustee, the Paying Agent or the Indenture Trustee.

                                       38

<PAGE>

     IN WITNESS WHEREOF, the Servicer, the Issuer and the Indenture Trustee have
caused  this  Agreement  to be duly  executed  by their  respective  officers or
representatives all as of the day and year first above written.

                                         WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Servicer



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         WACHOVIA ASSET SECURITIZATION, INC.
                                          2003-HE2 TRUST, as Issuer

                                         By:Wilmington Trust Company, not in its
                                          individual capacity but solely as
                                          Owner Trustee


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Paying Agent



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                         U.S. BANK NATIONAL ASSOCIATION, not in
                                          its individual capacity but solely as
                                          Indenture Trustee



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                       39

<PAGE>

                                   EXHIBIT A

                             MORTGAGE LOAN SCHEDULE





                                      A-1

<PAGE>


                                   EXHIBIT B

                               COLLECTION POLICY

                                [See attachment]



                                      B-1

<PAGE>


                                   EXHIBIT C

                           LIMITED POWER OF ATTORNEY

                        KNOW ALL MEN BY THESE PREMISES:

     That U.S. Bank National  Association,  as indenture trustee (the "Indenture
Trustee"), under the indenture dated as of July 2, 2003 (the "Indenture"), among
Wachovia Asset  Securitization,  Inc. 2003-HE2 Trust, as issuer,  Wachovia Bank,
National  Association,  as Paying Agent, and the Indenture  Trustee,  a national
bank, and having its principal  office  located at East Fifth Street,  St. Paul,
Minnesota 55101, Attn: Client Manager - WASI 2003-2, hath made,  constituted and
appointed,  and does by these  presents make,  constitute  and appoint  Wachovia
Bank,  National  Association,  a  national  banking  association  organized  and
existing  under the laws of the United  States of  America,  its true and lawful
Attorney-in-Fact,  with full power and authority to sign, execute,  acknowledge,
deliver,  file for  record,  and record any  instrument  on its  behalf,  and to
perform such other act or acts as may be customarily  and  reasonably  necessary
and appropriate,  to effectuate the following enumerated transactions in respect
of any of the Mortgages securing a Mortgage Loan and the related Loan Agreements
for  which  the   undersigned  is  acting  as  Indenture   Trustee  for  various
Securityholders  (whether  the  undersigned  is named  therein as  mortgagee  or
beneficiary  or has  become  mortgagee  by  virtue of  endorsement  of such Loan
Agreement  secured by any such Mortgage) and for which  Wachovia Bank,  National
Association is acting as Servicer pursuant to the Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

1.   The modification or re-recording of a Mortgage,  where said modification or
     re-recording  is for the purpose of correcting the Mortgage to conform same
     to the original  intent of the parties  thereto or to correct  title errors
     discovered  after such title insurance was issued and said  modification or
     re-recording, in either instance, does not adversely affect the Lien of the
     Mortgage as insured.

2.   The  subordination  of the Lien of a Mortgage  to an easement in favor of a
     public  utility  company  or a  government  agency or unit  with  powers of
     eminent  domain;  this  section  shall  include,  without  limitation,  the
     execution of partial  satisfactions/releases,  partial reconveyances or the
     execution of requests to trustees to accomplish same.

3.   With respect to a Mortgage,  the foreclosure,  the taking of a deed in lieu
     of foreclosure,  or the completion of judicial or non-judicial  foreclosure
     or  termination,  cancellation  or  rescission  of  any  such  foreclosure,
     including, without limitation, any and all of the following acts:

     a.   The substitution of trustee(s) serving under a Mortgage, in accordance
          with state law and the Mortgage;

     b.   The   preparation   and   issuance   of   statements   of   breach  or
          non-performance;

     c.   The preparation and issuance of notices of default;

                                      C-1

<PAGE>

     d.   Cancellations/rescissions  of  notices of  default  and/or  notices of
          sale;

     e.   The taking of a deed in lieu of foreclosure; and

     f.   Such other  documents and actions as may be necessary  under the terms
          of  the  Mortgage  or  state  law  to   expeditiously   complete  said
          transactions.

4.   The conveyance of the properties to the mortgage insurer, or the closing of
     the  title  to the  property  to be  acquired  as  real  estate  owned,  or
     conveyance of title to real estate owned.

5.   The completion of loan assumption agreements.

6.   The full  satisfaction/release  of a  Mortgage  or full  reconveyance  upon
     payment and  discharge  of all sums  secured  thereby,  including,  without
     limitation, cancellation of the related Loan Agreement.

7.   The  assignment  of  any  Mortgage  and  the  related  Loan  Agreement,  in
     connection  with the  repurchase of the Mortgage Loan secured and evidenced
     thereby.

8.   The full  assignment  of a Mortgage  upon payment and discharge of all sums
     secured  thereby in conjunction  with the refinancing  thereof,  including,
     without limitation, the endorsement of the related Loan Agreement.

9.   The modification or re-recording of a Mortgage,  where said modification or
     re-recording   is  for  the  purpose  of  any   modification   pursuant  to
     Section 4.01 of the Servicing Agreement.

10.  The subordination of the Lien of a Mortgage, where said subordination is in
     connection with any modification  pursuant to Section 3.01 of the Servicing
     Agreement,   and  the  execution  of  partial   satisfactions/releases   in
     connection with such same Section 3.01.

     The  undersigned  gives said  Attorney-in-Fact  full power and authority to
execute  such  instruments  and to do and  perform  all and  every act and thing
necessary  and  proper to carry into  effect  the power or powers  granted by or
under this Limited Power of Attorney as fully as the undersigned  might or could
do, and hereby does ratify and confirm to all that said  Attorney-in-Fact  shall
lawfully do or cause to be done by authority hereof.

     Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in Appendix A to the Indenture.

                                      C-2

<PAGE>

     Third parties without actual notice may rely upon the exercise of the power
granted  under this Limited  Power of Attorney  and may be  satisfied  that this
Limited  Power of Attorney  shall  continue in full force and effect and has not
been revoked, unless an instrument of revocation has been made in writing by the
undersigned.

                                         U.S. Bank National Association,
                                          not in its individual capacity
                                          but solely as Indenture Trustee



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                      C-3

<PAGE>

STATE OF                            )
                                    SS.
COUNTY OF                           )


     On this [___] day of July, 2003,  before me the undersigned,  Notary Public
of said State,  personally appeared ,
                                     -------------------------------------------
personally  known to me to be duly  authorized  officers of U.S.  Bank  National
Association that executed the within instrument and personally known to me to be
the persons who executed the within  instrument  on behalf of U.S. Bank National
Association  therein  named,  and  acknowledged  to me such U.S.  Bank  National
Association executed the within instrument pursuant to its by-laws.

                                            WITNESS my hand and official seal.




                                            Notary Public in and for the
                                            State of
                                                    ----------------------------


After recording, please mail to:




Attn:
     ---------------------------

                                      C-4
<PAGE>


                                   EXHIBIT D

                          FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:  REQUEST FOR RELEASE OF DOCUMENTS

In connection  with your  administration  of the Mortgage  Loans, we request the
release of the Mortgage File described below.

Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one)             Mortgage Loan
Prepaid in Full                                        Mortgage Loan Repurchased

"We hereby  certify  that all amounts  received or to be received in  connection
with such  payments  which are required to be deposited  have been or will be so
deposited as provided in the Servicing Agreement."



-----------------------------------------
Wachovia Bank, National Association
Authorized Signature

******************************************************************************
TO CUSTODIAN:  Please  acknowledge  this request,  and check off documents being
enclosed with a copy of this form. You should retain this form for your files in
accordance with the terms of the Servicing Agreement.

Enclosed Documents:   [  ]   Loan Agreement


Name
    ----------------------------
Title
      --------------------------

                                      D-1
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