EXHIBIT 4.1


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                    WELLS FARGO ASSET SECURITIES CORPORATION

                                   (Depositor)

                                       and

                             WELLS FARGO BANK, N.A.

                                (Master Servicer)

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                    (Trustee)

                         POOLING AND SERVICING AGREEMENT

                               Dated as of [ ], 20

                                $[______________]

                       Mortgage Pass-Through Certificates
                                  Series 200 -

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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Definitions....................................................1
Section 1.02  Acts of Holders...............................................49
Section 1.03  Effect of Headings and Table of Contents......................50
Section 1.04  Benefits of Agreement.........................................50

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans...................................1
Section 2.02  Acceptance by Custodian........................................5
Section 2.03  Representations and Warranties of the Master Servicer and
               the Depositor.................................................6
Section 2.04  Execution and Delivery of Certificates........................13
Section 2.05  Designation of Certificates; Designation of Startup Day
               and Latest Possible Maturity Date............................13

                                   ARTICLE III

                ADMINISTRATION OF THE TRUST ESTATE; SERVICING
                              OF THE MORTGAGE LOANS

Section 3.01  Certificate Account............................................1
Section 3.02  Permitted Withdrawals from the Certificate Account.............2
Section 3.03  Advances by Master Servicer and Trustee........................3
Section 3.04  Custodian to Cooperate; Release of Owner Mortgage Loan
               Files and Retained Mortgage Loan Files........................5
Section 3.05  Reports to the Trustee; Annual Compliance Statements...........6
Section 3.06  Title, Management and Disposition of Any REO Mortgage
               Loan..........................................................7
Section 3.07  Amendments to Servicing Agreements, Modification of
               Standard Provisions...........................................7
Section 3.08  Oversight of Servicing.........................................8
Section 3.09  Termination and Substitution of Servicing Agreements..........11
Section 3.10  Application of Net Liquidation Proceeds.......................12
Section 3.11  Assessment of Servicing Compliance; Registered Public
               Accounting Firm Attestation Reports..........................12


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Section 3.12  Exchange Act Reports..........................................13

                                   ARTICLE IV

                    DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
                         PAYMENTS TO CERTIFICATEHOLDERS;
                             STATEMENTS AND REPORTS

Section 4.01  Distributions..................................................1
Section 4.02  Allocation of Realized Losses..................................8
Section 4.03  Paying Agent...................................................9
Section 4.04  Statements to Certificateholders; Reports to the Trustee
               and the Depositor............................................10
Section 4.05  Reports to Mortgagors and the Internal Revenue Service........14
Section 4.06  Calculation of Amounts; Binding Effect of Interpretations
               and Actions of Master Servicer...............................14
Section 4.07  Determination of LIBOR........................................14

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates...............................................1
Section 5.02  Registration of Certificates...................................2
Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates..............6
Section 5.04  Persons Deemed Owners..........................................6
Section 5.05  Access to List of Certificateholders' Names and Addresses......6
Section 5.06  Maintenance of Office or Agency................................7
Section 5.07  Definitive Certificates........................................7
Section 5.08  Notices to Clearing Agency.....................................8

                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01  Liability of the Depositor and the Master Servicer.............1
Section 6.02  Merger or Consolidation of the Depositor or the Master
               Servicer......................................................1
Section 6.03  Limitation on Liability of the Depositor, the Master
               Servicer and Others...........................................1
Section 6.04  Resignation of the Master Servicer.............................2
Section 6.05  Compensation to the Master Servicer............................3
Section 6.06  Assignment or Delegation of Duties by Master Servicer..........3
Section 6.07  Indemnification of Trustee and Depositor by Master
               Servicer......................................................4


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                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default..............................................1
Section 7.02  Other Remedies of Trustee......................................2
Section 7.03  Directions by Certificateholders and Duties of Trustee
               During Event of Default.......................................3
Section 7.04  Action upon Certain Failures of the Master Servicer and
               upon Event of Default.........................................3
Section 7.05  Trustee to Act; Appointment of Successor.......................3
Section 7.06  Notification to Certificateholders.............................5

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee..............................................1
Section 8.02  Certain Matters Affecting the Trustee..........................2
Section 8.03  Trustee Not Required to Make Investigation.....................2
Section 8.04  Trustee Not Liable for Certificates or Mortgage Loans..........3
Section 8.05  Trustee May Own Certificates...................................3
Section 8.06  The Master Servicer to Pay Fees and Expenses; Limitation
               on Liability..................................................3
Section 8.07  Eligibility Requirements.......................................4
Section 8.08  Resignation and Removal........................................4
Section 8.09  Successor......................................................5
Section 8.10  Merger or Consolidation........................................5
Section 8.11  Authenticating Agent...........................................6
Section 8.12  Separate Trustees and Co-Trustees..............................7
Section 8.13  Tax Matters; Compliance with REMIC Provisions..................8
Section 8.14  Monthly Advances..............................................10

                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination upon Purchase by the Depositor or Liquidation
               of All Mortgage Loans.........................................1
Section 9.02  Additional Termination Requirements............................3

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01 Amendment......................................................1
Section 10.02 Recordation of Agreement.......................................2


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Section 10.03 Limitation on Rights of Certificateholders.....................2
Section 10.04 Governing Law; Jurisdiction....................................3
Section 10.05 Notices........................................................3
Section 10.06 Severability of Provisions.....................................4
Section 10.07 Special Notices to Rating Agencies.............................4
Section 10.08 Covenant of Depositor..........................................5
Section 10.09 Recharacterization.............................................5
Section 10.10 Insolvency.....................................................5

                                   ARTICLE XI

                             TERMS FOR CERTIFICATES

Section 11.01 Cut-Off Date...................................................1
Section 11.02 Cut-Off Date Aggregate Principal Balance.......................1
Section 11.03 Original Class A Percentage....................................1
Section 11.04 Original Principal Balances of the Classes of Class A
               Certificates..................................................1
Section 11.05 Original Aggregate Non-PO Principal Balance....................1
Section 11.06 Original Class B Principal Balance.............................2
Section 11.07 Original Principal Balances of the Classes of Class B
               Certificates..................................................2
Section 11.08 Original Class B-1 Fractional Interest.........................2
Section 11.09 Original Class B-2 Fractional Interest.........................2
Section 11.10 Original Class B-3 Fractional Interest.........................2
Section 11.11 Original Class B-4 Fractional Interest.........................2
Section 11.12 Original Class B-5 Fractional Interest.........................2
Section 11.13 Original Class B-1 Percentage..................................2
Section 11.14 Original Class B-2 Percentage..................................2
Section 11.15 Original Class B-3 Percentage..................................3
Section 11.16 Original Class B-4 Percentage..................................3
Section 11.17 Original Class B-5 Percentage..................................3
Section 11.18 Original Class B-6 Percentage..................................3
Section 11.19 Closing Date...................................................3
Section 11.20 Right to Purchase..............................................3
Section 11.21 Wire Transfer Eligibility......................................3
Section 11.22 Single Certificate.............................................3
Section 11.23 Servicing Fee Rate.............................................3
Section 11.24 Master Servicing Fee Rate......................................4

SCHEDULE I              -     Applicable Unscheduled Principal Receipt
                              Period
SCHEDULE II                   Schedules of PAC Groups


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EXHIBIT A-1             -     Form of Face of Class A-1 Certificate
EXHIBIT A-2             -     Form of Face of Class A-2 Certificate
EXHIBIT A-3             -     Form of Face of Class A-3 Certificate
EXHIBIT A-4             -     Form of Face of Class A-4 Certificate
EXHIBIT A-5             -     Form of Face of Class A-5 Certificate
EXHIBIT A-6             -     Form of Face of Class A-6 Certificate
EXHIBIT A-7             -     Form of Face of Class A-7 Certificate
EXHIBIT A-8             -     Form of Face of Class A-8 Certificate
EXHIBIT A-9             -     Form of Face of Class A-9 Certificate
EXHIBIT A-10            -     Form of Face of Class A-10 Certificate
EXHIBIT A-11            -     Form of Face of Class A-11 Certificate
EXHIBIT A-12            -     Form of Face of Class A-12 Certificate
EXHIBIT A-13            -     Form of Face of Class A-13 Certificate
EXHIBIT A-14            -     Form of Face of Class A-14 Certificate
EXHIBIT A-15            -     Form of Face of Class A-15 Certificate
EXHIBIT A-R             -     Form of Face of Class A-R Certificate
EXHIBIT A-PO            -     Form of Face of Class A-PO Certificate
EXHIBIT B-1             -     Form of Face of Class B-1 Certificate
EXHIBIT B-2             -     Form of Face of Class B-2 Certificate
EXHIBIT B-3             -     Form of Face of Class B-3 Certificate
EXHIBIT B-4             -     Form of Face of Class B-4 Certificate
EXHIBIT B-5             -     Form of Face of Class B-5 Certificate
EXHIBIT B-6             -     Form of Face of Class B-6 Certificate
EXHIBIT C               -     Form of Reverse of Series 20 - Certificates
EXHIBIT D               -     Reserved
EXHIBIT E               -     Custodial Agreement
EXHIBIT F-1             -     Schedule of Wells Fargo Mortgage Loans
EXHIBIT F-2             -     Schedule of Other Servicer Mortgage Loans
EXHIBIT G               -     Request for Release
EXHIBIT H               -     Affidavit Pursuant to Section 860E(e)(4) of the
                              Internal Revenue Code of 1986, as amended, and
                              for Non-ERISA Investors
EXHIBIT I               -     Letter from Transferor of Residual Certificate
EXHIBIT J               -     Transferee's Letter (Class [B-4] [B-5] [B-6]
                              Certificates)
EXHIBIT K               -     List of Recordation States
EXHIBIT L               -     Servicing Agreements
EXHIBIT M               -     Form of Special Servicing Agreement
EXHIBIT N               -     Form of Initial Certification of the Custodian
EXHIBIT O               -     Form of Final Certification of the Custodian
EXHIBIT P                     Form of Sarbanes Oxley Certification
EXHIBIT Q                     Schedule of Pledged Asset Mortgage Loans


                                       -v-
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            This Pooling and Servicing Agreement, dated as of [ ], 20 executed
by WELLS FARGO ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO BANK,
N.A., as Master Servicer and WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee.

                        W I T N E S S E T H  T H A T:

            In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

            Section 1.01 Definitions.

            Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.

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

            Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.

            Accretion Termination Date: With respect to (a) the Class A-7
Certificates, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balances of the Class A-5 and Class A-6
Certificates have been reduced to zero or (ii) the Subordination Depletion Date
and (b) the Class A-9 Certificates, the earlier to occur of (i) the Distribution
Date following the Distribution Date on which the Principal Balance of the Class
A-8 Certificates has been reduced to zero or (ii) the Subordination Depletion
Date.

            Accrual Certificates: Either of the Class A-7 or Class A-9
Certificates.

            Accrual Distribution Amount: As to any Distribution Date prior to
the applicable Accretion Termination Date and a Class of Accrual Certificates,
an amount equal to the sum of (i) the Class A Interest Percentage of such Class
of Accrual Certificates of the Current Class A Interest Distribution Amount and
(ii) the Class A Interest Shortfall Percentage of such Class of Accrual
Certificates of the amount distributed in respect of the Classes of Class A
Certificates pursuant to Paragraph second of Section 4.01(a) on such
Distribution Date. As to any Distribution Date and a Class of Accrual
Certificates on or after the Accretion Termination Date, zero.

            Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect


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of principal received in respect of the Mortgage Loans (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (ii) the principal portion of all Liquidated Loan Losses incurred on such
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.

            Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.

            Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.

            Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and the Class B Principal Balance
as of the related Determination Date and (B) the sum of (i) the sum of the Class
A Principal Balance and the Class B Principal Balance as of the Determination
Date succeeding such Distribution Date and (ii) the aggregate amount that would
have been distributed to all Classes as principal in accordance with Section
4.01(a) for such Distribution Date without regard to the provisos in the
definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal
Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount,
Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

            Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates.


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            Aggregate Non-PO Principal Balance: As of any Determination Date,
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance as of such date.

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

            Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of the Full Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled
Principal Receipt Period specified on Schedule I hereto.

            Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.

            Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.

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

            Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.

            Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.

            Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-PO Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).


                                      I-3
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            Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.

            Certificate: Any one of the Class A Certificates or Class B
Certificates.

            Certificate Account: The separate trust account established and
maintained by the Master Servicer in the name of the Master Servicer on behalf
of the Trustee pursuant to Section 3.01. The Certificate Account shall be an
Eligible Account.

            Certificate Custodian: Initially, Wachovia Bank, National
Association; thereafter any other Certificate Custodian acceptable to The
Depository Trust Company and selected by the Trustee.

            Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.

            Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.

            Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.

            Class A Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-R Certificate and Class A-PO
Certificates.

            Class A Certificateholder: The registered holder of a Class A
Certificate.

            Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Classes of Accrual Certificates
and Class A-PO Certificates), the amount distributable to such Class of Class A
Certificates pursuant to Paragraphs first, second and third clause (1) of
Section 4.01(a). As to a Class of Accrual Certificates, (a) as to any
Distribution Date prior to the applicable Accretion Termination Date, the amount
distributable to such Class of Accrual Certificates pursuant to the provisos in
Paragraphs first and second of Section 4.01(a) and Paragraph third clause (1) of
Section 4.01(a) and (b) as to any Distribution Date on or after the applicable
Accretion Termination Date, the amount distributable to such Class of Accrual
Certificates pursuant to Paragraphs first, second and third of Section 4.01(a).
As to any Distribution Date and the Class A-PO Certificates, the amount
distributable to the Class A-PO Certificates pursuant to Paragraphs third clause
(2) and fourth of Section 4.01(a) on such Distribution Date.


                                      I-4
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            Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class A Certificates with respect to
such Distribution Date.

            Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).

            Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a) including, in the case of a Class of Accrual
Certificates prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.

            Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.

            Class A Loss Denominator: As to any Determination Date, an amount
equal to the Class A Non-PO Principal Balance (less the Principal Balances of
the Classes of Accrual Certificates) and (ii) with respect to a Class of Accrual
Certificates, the lesser of the Principal Balance of such Class of Accrual
Certificates and the Original Principal Balance of such Class of Accrual
Certificates.

            Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Principal Balance of such Class (or, in the case of a
Class of Accrual Certificates, the Original Principal Balance of such Class of
Accrual Certificates, if lower) by the Class A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Class A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.

            Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.

            Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan, and (y) the sum of:


                                      I-5
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            (i) the Class A Percentage of the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan;

            (ii) the Class A Prepayment Percentage of all Unscheduled Principal
      Receipts (other than Recoveries) that were received by a Servicer with
      respect to such Mortgage Loan during the Applicable Unscheduled Principal
      Receipt Period relating to such Distribution Date for each applicable type
      of Unscheduled Principal Receipt;

            (iii) the Class A Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the one month period ending on
      the day preceding the Determination Date for such Distribution Date, was
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

            (iv) the Class A Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a Mortgage Loan during the
      one month period ending on the day preceding the Determination Date for
      such Distribution Date over the unpaid principal balance of such Mortgage
      Loan, less the amount allocable to the principal portion of any
      unreimbursed Periodic Advances previously made by the applicable Servicer,
      the Master Servicer or the Trustee in respect of such Mortgage Loan; and

      (II) the Class A Prepayment Percentage of the Non-PO Recovery for such
      Distribution Date.

            Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.

            Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of A
Certificates pursuant to Paragraph third clause (1) of Section 4.01(a).

            Class A Pass-Through Rate: As to the Class A-3, Class A-4, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15 and Class A-R Certificates, [ ]% per annum As to the Class A-1,
Class A-2, Class A-5 and Class A-6 Certificates, the Class A-1 Pass-Through
Rate, Class A-2 Pass-Through Rate, Class A-5 Pass-Through Rate and Class A-6
Pass-Through Rate, respectively. The Class A-PO Certificates are not entitled to
interest and have no Class A Pass-Through Rate.

            Class A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) [ ]% and (ii) the
percentage obtained by dividing the Class A Non-PO Principal Balance (determined
as of the Determination Date preceding such Distribution Date) by the Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Subordination Depletion Date, [ ]% or such lesser percentage which will
cause the Class A Non-PO Principal Balance to decline to zero following the
distribution made on such Distribution Date.


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<PAGE>


            Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in [ ], [ ]%. As to any Distribution Date
subsequent to [ ] to and including the Distribution Date in [ ], the Class A
Percentage as of such Distribution Date plus [ ]% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to [ ] to
and including the Distribution Date in [ ], the Class A Percentage as of such
Distribution Date plus [ ]% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to [ ] to and
including the Distribution Date in [ ], the Class A Percentage as of such
Distribution Date plus [ ]% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to [ ] to and
including the Distribution Date in [ ], the Class A Percentage as of such
Distribution Date plus [ ]% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to [ ], the Class A
Percentage as of such Distribution Date. The foregoing is subject to the
following: (i) if the aggregate distribution to Holders of Class A Certificates
on any Distribution Date of the Class A Prepayment Percentage provided above of
Unscheduled Principal Receipts distributable on such Distribution Date would
reduce the Class A Non-PO Principal Balance below zero, the Class A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Class A Non-PO Principal Balance to zero and thereafter the Class A
Prepayment Percentage shall be zero and (ii) if the Class A Percentage as of any
Distribution Date is greater than the Original Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date shall be [ ]%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Class A Prepayment Percentage
described in the second through sixth sentences of this definition of Class A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Class A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Class A Prepayment Percentage for the Distribution Date occurring
in the April preceding such Distribution Date (it being understood that for the
purposes of the determination of the Class A Prepayment Percentage for the
current Distribution Date, the current Class A Percentage and Subordinated
Percentage shall be utilized).

            No reduction in the Class A Prepayment Percentage referred to in the
second through sixth sentences hereof shall be applicable, with respect to any
Distribution Date if (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) were greater than or equal to [ ]% of the Class B Principal Balance or
(b) cumulative Realized Losses on the Mortgage Loans exceed (1) [ ]% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including [ ] and [ ], (2) [ ]% of the Original Class B Principal Balance if
such Distribution Date occurs between and including [ ] and [ ], (3) [ ]% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including [ ] and [ ], (4) [ ]% of the Original Class B Principal Balance if
such Distribution Date occurs between and including [ ] and [ ], and (5) [ ]% of
the Original Class B Principal Balance if such Distribution Date occurs during
or after [ ]. With respect to any Distribution Date on which the Class A
Prepayment Percentage is reduced below the Class A Prepayment Percentage for the
prior Distribution Date, the Master Servicer shall certify to the Trustee, based
upon information


                                      I-7
<PAGE>


provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.

            Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-PO Certificates and Class A-R
Certificate.

            Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class (or in the case of a Class
of Accrual Certificates prior to the applicable Accretion Termination Date, the
amount included in the Accrual Distribution Amount pursuant to clause (ii) of
the definition thereof) for prior Distribution Dates is in excess of the amounts
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a).

            Class A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.

            Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.

            Class A-1 Pass-Through Rate: With respect to the Distribution Date
occurring in [ ], [ ]% per annum. With respect to each succeeding Distribution
Date, a per annum rate, determined by the Trustee on the applicable Rate
Determination Date, equal to [ ]% minus the product of [ ] times LIBOR, subject
to a minimum rate of [ ]% and a maximum rate of [ ]%.

            Class A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.

            Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.

            Class A-2 Pass-Through Rate: With respect to the Distribution Date
occurring in [ ], [ ]% per annum. With respect to each succeeding Distribution
Date, a per annum rate, determined by the Trustee on the applicable Rate
Determination Date, equal to LIBOR plus [ ]%, subject to a minimum rate of [ ]%
and a maximum rate of [ ]%

            Class A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.

            Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.


                                      I-8
<PAGE>


            Class A-3 Loss Amount: With respect to any Determination Date after
the applicable Subordination Depletion Date, the amount, if any, by which the
Principal Balance of the Class A-3 Certificates would be reduced as a result of
the application of the third sentence of the definition of Principal Balance.

            Class A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.

            Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.

            Class A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.

            Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.

            Class A-5 Pass-Through Rate: With respect to the Distribution Date
occurring in [ ], [ ]% per annum. With respect to each succeeding Distribution
Date, a per annum rate, determined by the Trustee on the applicable Rate
Determination Date, equal to LIBOR plus [ ]%, subject to a minimum rate of [ ]%
and a maximum rate of [ ]%.

            Class A-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-6 and Exhibit C hereto.

            Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.

            Class A-6 Pass-Through Rate: With respect to the Distribution Date
occurring in [ ], [ ]% per annum. With respect to each succeeding Distribution
Date, a per annum rate, determined by the Trustee on the applicable Rate
Determination Date, equal to [ ]% minus the product of [ ] times LIBOR, subject
to a minimum rate of [ ]% and a maximum rate of [ ]%.

            Class A-7 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-7 and Exhibit C hereto.

            Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.

            Class A-8 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

            Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.


                                      I-9
<PAGE>


            Class A-9 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-9 and Exhibit C hereto.

            Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.

            Class A-10 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-10 and Exhibit C hereto.

            Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.

            Class A-11 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-11 and Exhibit C hereto.

            Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.

            Class A-12 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-12 and Exhibit C hereto.

            Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.

            Class A-12 Loss Amount: With respect to any Determination Date after
the applicable Subordination Depletion Date, the amount, if any, by which the
Principal Balance of the Class A-12 Certificates would be reduced as a result of
the application of the third sentence of the definition of Principal Balance.

            Class A-13 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-13 and Exhibit C hereto.

            Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.

            Class A-14 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-14 and Exhibit C hereto.

            Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.

            Class A-14 Loss Allocation Amount: With respect to any Determination
Date after the applicable Subordination Depletion Date the lesser of (a) the
Principal Balance of the Class A-14 Certificates with respect to such
Determination Date prior to any reduction for the Class A-14 Loss Allocation
Amount and (b) the Class A-12 Loss Amount.


                                      I-10
<PAGE>


            Class A-15 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-15 and Exhibit C hereto.

            Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.

            Class A-15 Loss Allocation Amount: With respect to any Determination
Date after the applicable Subordination Depletion Date the lesser of (a) the
Principal Balance of the Class A-15 Certificates with respect to such
Determination Date prior to any reduction for the Class A-15 Loss Allocation
Amount and (b) the Class A-3 Loss Amount.

            Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.

            Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.

            Class A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class A-PO Optimal Principal Amounts for all
prior Distribution Dates exceeded the amounts distributed on the Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph third clause
(2) of Section 4.01(a) and (y) the sum of the product for each Discount Mortgage
Loan which became a Liquidated Loan at any time on or prior to the last day of
the Applicable Unscheduled Principal Receipt Period for Full Unscheduled
Principal Receipts for the current Distribution Date of (a) the PO Fraction for
such Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Discount Mortgage Loan and (B) the sum of (x) the
sum of the Class A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Subordination Depletion Date, the Class A-PO Deferred Amount will be
zero. No interest will accrue on any Class A-PO Deferred Amount.

            Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to
such Mortgage Loan and (y) the sum of:

            (i) the principal portion of the Monthly Payment due on the Due Date
      occurring in the month of such Distribution Date on such Mortgage Loan;

            (ii) all Unscheduled Principal Receipts (other than Recoveries) that
      were received by a Servicer with respect to such Mortgage Loan during the
      Applicable Unscheduled Principal Receipt Period relating to such
      Distribution Date for each applicable type of Unscheduled Principal
      Receipt;

            (iii) the Scheduled Principal Balance of each Mortgage Loan which,
      during the one month period ending on the day preceding the Determination
      Date for such


                                      I-11
<PAGE>


      Distribution Date, was repurchased by the Depositor pursuant to Section
      2.02, 2.03 or 3.08; and

            (iv) the excess of the unpaid principal balance of such Mortgage
      Loan substituted for a Mortgage Loan during the one month period ending on
      the day preceding the Determination Date for such Distribution Date occurs
      over the unpaid principal balance of such Mortgage Loan, less the amount
      allocable to the principal portion of any unreimbursed Periodic Advances
      previously made by the applicable Servicer, the Master Servicer or the
      Trustee in respect of such Mortgage Loan; and

      (II) the Class A-PO Recovery for such Distribution Date.

            Class A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount
for such Distribution Date (calculated without regard to the Class A-PO Recovery
for such Distribution Date) and (b) an amount equal to the sum as to each
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Mortgage Loan and (y) the amount of the Recovery with respect to
such Mortgage Loan. As to any Distribution Date on or after the Subordination
Depletion Date, the amount determined in accordance with clause (b) above.

            Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.

            Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.

            Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.

            Class B Certificateholder: The registered holder of a Class B
Certificate.

            Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Distribution Amounts.

            Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.

            Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).

            Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4


                                      I-12
<PAGE>


Interest Shortfall Amount, Class B-5 Interest Shortfall Amount or Class B-6
Interest Shortfall Amount.

            Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B Certificates by the Class B
Principal Balance (determined without regard to any Principal Balance of any
Class of Class B Certificates not then outstanding), in each case determined as
of the preceding Determination Date.

            Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.

            Class B Pass-Through Rate: As to any Distribution Date, a per annum
rate equal to [ ]%.

            Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.

            Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.

            Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.

            Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.

            Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.

            Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.

            Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).

            Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).

            Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:


                                      I-13
<PAGE>


            (i) the Class B-1 Percentage of the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan;

            (ii) the Class B-1 Prepayment Percentage of all Unscheduled
      Principal Receipts (other than Recoveries) that were received by a
      Servicer with respect to such Mortgage Loan during the Applicable
      Unscheduled Principal Receipt Period relating to such Distribution Date
      for each applicable type of Unscheduled Principal Receipt;

            (iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the one month period ending on
      the day preceding the Determination Date for such Distribution Date, was
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

            (iv) the Class B-1 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a Mortgage Loan during the
      one month period ending on the day preceding the Determination Date for
      such Distribution Date over the unpaid principal balance of such Mortgage
      Loan, less the amount allocable to the principal portion of any
      unreimbursed Periodic Advances previously made by the applicable Servicer,
      the Master Servicer or the Trustee in respect of such Mortgage Loan; and

      (II) the Class B-1 Prepayment Percentage of the Non-PO Recovery for such
      Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.

            Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.

            Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the


                                      I-14
<PAGE>


Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.

            Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-1 Certificates on prior Distribution Dates
(A) pursuant to Paragraph seventh of Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-1 Certificates are the
most subordinate Certificates outstanding, the Class B-1 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the Class A Principal Balance as of such
Determination Date.

            Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).

            Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.

            Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.

            Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).

            Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).

            Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

            (i) the Class B-2 Percentage of the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan;

            (ii) the Class B-2 Prepayment Percentage of all Unscheduled
      Principal Receipts (other than Recoveries) that were received by a
      Servicer with respect to such Mortgage Loan during the Applicable
      Unscheduled Principal Receipt Period relating to such Distribution Date
      for each applicable type of Unscheduled Principal Receipt;


                                      I-15
<PAGE>


            (iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the one month period ending on
      the day preceding the Determination Date for such Distribution Date, was
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

            (iv) the Class B-2 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a Mortgage Loan during the
      one month period ending on the day preceding the Determination Date for
      such Distribution Date over the unpaid principal balance of such Mortgage
      Loan, less the amount allocable to the principal portion of any
      unreimbursed Periodic Advances previously made by the applicable Servicer,
      the Master Servicer or the Trustee in respect of such Mortgage Loan; and

      (II) the Class B-2 Prepayment Percentage of the Non-PO Recovery for such
      Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.

            Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.

            Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.

            Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-2 Certificates on prior Distribution Dates
(A) pursuant to Paragraph tenth of Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-2 Certificates are the
most subordinate Certificates outstanding, the Class B-2 Principal Balance will
equal the


                                      I-16
<PAGE>


difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.

            Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).

            Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.

            Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.

            Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).

            Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).

            Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

            (i) the Class B-3 Percentage of the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan;

            (ii) the Class B-3 Prepayment Percentage of all Unscheduled
      Principal Receipts (other than Recoveries) that were received by a
      Servicer with respect to such Mortgage Loan during the Applicable
      Unscheduled Principal Receipt Period relating to such Distribution Date
      for each applicable type of Unscheduled Principal Receipt;

            (iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the one month period ending on
      the day preceding the Determination Date for such Distribution Date, was
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

            (iv) the Class B-3 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a Mortgage Loan during the
      one month period ending on the day preceding the Determination Date for
      such Distribution Date over the unpaid principal balance of such Mortgage
      Loan, less the amount allocable to the principal portion of any
      unreimbursed Periodic Advances previously made by the


                                      I-17
<PAGE>


      applicable Servicer, the Master Servicer or the Trustee in respect of such
      Mortgage Loan; and

      (II) the Class B-3 Prepayment Percentage of the Non-PO Recovery for such
      Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.

            Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.

            Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.

            Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-3 Certificates on prior Distribution Dates
(A) pursuant to Paragraph thirteenth of Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-3 Certificates are the
most subordinate Certificates outstanding, the Class B-3 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.

            Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).


                                      I-18
<PAGE>


            Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.

            Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.

            Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a).

            Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).

            Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

            (i) the Class B-4 Percentage of the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan;

            (ii) the Class B-4 Prepayment Percentage of all Unscheduled
      Principal Receipts (other than Recoveries) that were received by a
      Servicer with respect to such Mortgage Loan during the Applicable
      Unscheduled Principal Receipt Period relating to such Distribution Date
      for each applicable type of Unscheduled Principal Receipt;

            (iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the one month period ending on
      the day preceding the Determination Date for such Distribution Date, was
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

            (iv) the Class B-4 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a Mortgage Loan during the
      one month period ending on the day preceding the Determination Date for
      such Distribution Date over the unpaid principal balance of such Mortgage
      Loan, less the amount allocable to the principal portion of any
      unreimbursed Periodic Advances previously made by the applicable Servicer,
      the Master Servicer or the Trustee in respect of such Mortgage Loan; and

      (II) the Class B-4 Prepayment Percentage of the Non-PO Recovery for such
      Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.


                                      I-19
<PAGE>


            Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.

            Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.

            Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-4 Certificates on prior Distribution Dates
(A) pursuant to Paragraph sixteenth of Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-4 Certificates are the
most subordinate Certificates outstanding, the Class B-4 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.

            Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).

            Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.

            Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.

            Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth and nineteenth of Section 4.01(a).

            Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution


                                      I-20
<PAGE>


Date exceeds the amount distributed in respect of the Class B-5 Certificates on
such Distribution Date pursuant to Paragraph seventeenth of Section 4.01(a).

            Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

            (i) the Class B-5 Percentage of the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan;

            (ii) the Class B-5 Prepayment Percentage of all Unscheduled
      Principal Receipts (other than Recoveries) that were received by a
      Servicer with respect to such Mortgage Loan during the Applicable
      Unscheduled Principal Receipt Period relating to such Distribution Date
      for each applicable type of Unscheduled Principal Receipt;

            (iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the one month period ending on
      the day preceding the Determination Date for such Distribution Date, was
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

            (iv) the Class B-5 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a Mortgage Loan during the
      one month period ending on the day preceding the Determination Date for
      such Distribution Date over the unpaid principal balance of such Mortgage
      Loan, less the amount allocable to the principal portion of any
      unreimbursed Periodic Advances previously made by the applicable Servicer,
      the Master Servicer or the Trustee in respect of such Mortgage Loan; and

      (II) the Class B-5 Prepayment Percentage of the Non-PO Recovery for such
      Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.

            Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.


                                      I-21
<PAGE>


            Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.

            Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-5 Certificates on prior Distribution Dates
(A) pursuant to Paragraph nineteenth of Section 4.01(a) and (B) as a result of a
Principal Adjustment; provided, however, if the Class B-5 Certificates are the
most subordinate Certificates outstanding, the Class B-5 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.

            Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).

            Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.

            Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.

            Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).

            Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).

            Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

            (i) the Class B-6 Percentage of the principal portion of the Monthly
      Payment due on the Due Date occurring in the month of such Distribution
      Date on such Mortgage Loan;


                                      I-22
<PAGE>


            (ii) the Class B-6 Prepayment Percentage of all Unscheduled
      Principal Receipts (other than Recoveries) that were received by a
      Servicer with respect to such Mortgage Loan during the Applicable
      Unscheduled Principal Receipt Period relating to such Distribution Date
      for each applicable type of Unscheduled Principal Receipt;

            (iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
      Balance of such Mortgage Loan which, during the one month period ending on
      the day preceding the Determination Date for such Distribution Date, was
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

            (iv) the Class B-6 Percentage of the excess of the unpaid principal
      balance of such Mortgage Loan substituted for a Mortgage Loan during the
      one month period ending on the day preceding the Determination Date for
      such Distribution Date over the unpaid principal balance of such Mortgage
      Loan, less the amount allocable to the principal portion of any
      unreimbursed Periodic Advances previously made by the applicable Servicer,
      the Master Servicer or the Trustee in respect of such Mortgage Loan; and

      (II) the Class B-6 Prepayment Percentage of the Non-PO Recovery for such
      Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.

            Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for
such Distribution Date will be zero.

            Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-6
Prepayment Percentage for such Distribution Date will be zero.


                                      I-23
<PAGE>


            Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-6 Certificates on prior Distribution Dates
pursuant to Paragraph twenty-second of Section 4.01(a); provided, however, if
the Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.

            Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).

            Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall
be The Depository Trust Company.

            Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.

            Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.19.

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

            Compensating Interest: With respect to any Distribution Date, the
least of (a) the aggregate Prepayment Interest Shortfall on the Mortgage Loans
for such Distribution Date, (b) the product of (i) 1/12th of 0.20% and (ii) the
Pool Scheduled Principal Balance for such Distribution Date and (c) the
Available Master Servicing Compensation for such Distribution Date.

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

            Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument, is located at 401 South
Tryon Street, Charlotte, North Carolina 28288.

            Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.


                                      I-24
<PAGE>


            Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.

            Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.

            Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.

            Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.

            Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.

            Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.

            Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.

            Curtailment Interest Shortfall: On any Distribution Date with
respect to a Mortgage Loan which was the subject of a Curtailment:

            (A)   in the case where the Applicable Unscheduled Principal Receipt
                  Period is the Mid-Month Receipt Period and such Curtailment is
                  received by the Servicer on or after the Determination Date in
                  the month preceding the month of such Distribution Date but
                  prior to the first day of the month of such Distribution Date,
                  the amount of interest that would have accrued at the Net
                  Mortgage Interest Rate on the amount of such Curtailment from
                  the day of its receipt or, if earlier, its application by the
                  Servicer through the last day of the month preceding the month
                  of such Distribution Date; and


                                      I-25
<PAGE>


            (B)   in the case where the Applicable Unscheduled Principal Receipt
                  Period is the Prior Month Receipt Period and such Curtailment
                  is received by the Servicer during the month preceding the
                  month of such Distribution Date, the amount of interest that
                  would have accrued at the Net Mortgage Interest Rate on the
                  amount of such Curtailment from the day of its receipt or, if
                  earlier, its application by the Servicer through the last day
                  of the month in which such Curtailment is received.

            Custodial Agreement: The Custodial Agreement, dated as of [ ], among
the Custodian, the Depositor, the Master Servicer and the Trustee, which
agreement is attached hereto as Exhibit E, as the same may be amended or
modified from time to time in accordance with the terms thereof.

            Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.

            Custodian: Wells Fargo Bank, or its successor in interest under the
Custodial Agreement. Initially, the custodial functions shall be performed by
the Corporate Trust Services division of Wells Fargo Bank.

            Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.

            Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans as set forth in Section
11.02.

            Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.

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

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


                                      I-26
<PAGE>


            Definitive Certificates: As defined in Section 5.01(b).

            Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.

            Depositor: Wells Fargo Asset Securities Corporation, or its
successor in interest.

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

            Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of less than [ ]%.

            Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.

            Distribution Date Statement: As defined in Section 4.04(a).

            Document Transfer Event: The 60th day following the day on which
either (i) Wells Fargo Bank is no longer the Servicer of any of the Mortgage
Loans or (ii) the senior, unsecured long-term debt rating of Wells Fargo &
Company is less than "BBB-" by Fitch.

            Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.

            Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each Rating Agency, (ii) the deposits in which are fully insured
by the FDIC through either the Bank Insurance Fund or the Savings Association
Insurance Fund, (iii) the deposits in which are insured by the FDIC through
either the Bank Insurance Fund or the Savings Association Insurance Fund (to the
limit established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the
Trustee, such that the Trustee, on behalf of the Certificateholders has a claim
with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.

            Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date


                                      I-27
<PAGE>


next succeeding the date of such investment, provided that such investments
continue to qualify as "cash flow investments" as defined in Code Section
860G(a)(6):

            (i) obligations of the United States of America or any agency
      thereof, provided such obligations are backed by the full faith and credit
      of the United States of America;

            (ii) general obligations of or obligations guaranteed by any state
      of the United States of America or the District of Columbia receiving the
      highest short-term or highest long-term rating of each Rating Agency, or
      such lower rating as would not result in the downgrading or withdrawal of
      the rating then assigned to any of the Certificates by either Rating
      Agency or result in any of such rated Certificates being placed on credit
      review status (other than for possible upgrading) by either Rating Agency;

            (iii) commercial or finance company paper which is then rated in the
      highest long-term commercial or finance company paper rating category of
      each Rating Agency or the highest short-term rating category of each
      Rating Agency, or such lower rating category as would not result in the
      downgrading or withdrawal of the rating then assigned to any of the
      Certificates by either Rating Agency or result in any of such rated
      Certificates being placed on credit review status (other than for possible
      upgrading) by either Rating Agency;

            (iv) certificates of deposit, demand or time deposits, federal funds
      or banker's acceptances issued by any depository institution or trust
      company incorporated under the laws of the United States or of any state
      thereof and subject to supervision and examination by federal and/or state
      banking authorities, provided that the commercial paper and/or debt
      obligations of such depository institution or trust company (or in the
      case of the principal depository institution in a holding company system,
      the commercial paper or debt obligations of such holding company) are then
      rated in the highest short-term or the highest long-term rating category
      for such securities of each of the Rating Agencies, or such lower rating
      categories as would not result in the downgrading or withdrawal of the
      rating then assigned to any of the Certificates by either Rating Agency or
      result in any of such rated Certificates being placed on credit review
      status (other than for possible upgrading) by either Rating Agency;

            (v) guaranteed reinvestment agreements issued by any bank, insurance
      company or other corporation acceptable to each Rating Agency at the time
      of the issuance of such agreements;

            (vi) repurchase agreements on obligations with respect to any
      security described in clauses (i) or (ii) above or any other security
      issued or guaranteed by an agency or instrumentality of the United States
      of America, in either case entered into with a depository institution or
      trust company (acting as principal) described in (iv) above;

            (vii) securities (other than stripped bonds or stripped coupon
      securities) bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States of America or
      any state thereof which, at the time of such investment or


                                      I-28
<PAGE>


      contractual commitment providing for such investment, are then rated in
      the highest short-term or the highest long-term rating category by each
      Rating Agency, or in such lower rating category as would not result in the
      downgrading or withdrawal of the rating then assigned to any of the
      Certificates by either Rating Agency or result in any of such rated
      Certificates being placed on credit review status (other than for possible
      upgrading) by either Rating Agency;

            (viii) such other investments acceptable to each Rating Agency as
      would not result in the downgrading of the rating then assigned to the
      Certificates by either Rating Agency or result in any of such rated
      Certificates being placed on credit review status (other than for possible
      upgrading) by either Rating Agency; and

            (ix) any mutual fund, money market fund, common trust fund or other
      pooled investment vehicle, the assets of which are limited to instruments
      that otherwise would constitute Eligible Investments hereunder, including
      any such fund that is managed by the Trustee or Master Servicer or any
      affiliate of the Trustee or Master Servicer or for which the Trustee or
      Master Servicer or any of its affiliates acts as an adviser as long as
      such fund is rated in at least the highest rating category by each Rating
      Agency.

            In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.

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

            ERISA Prohibited Holder: As defined in Section 5.02(d).

            Errors and Omissions Policy: As defined in each of the Servicing
Agreements.

            Event of Default: Any of the events specified in Section 7.01.

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

            FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.

            Fidelity Bond: As defined in each of the Servicing Agreements.

            Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.

            Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Class A Certificates (other than the Class A-8 Certificates) and
Class B Certificates is [ ], which corresponds to the "latest possible maturity
date" for purposes of Section 860G(a)(1) of the Internal Revenue Code of 1986,
as amended. The Final Scheduled Maturity Date for the Class A-8 Certificates is
[ ].


                                      I-29
<PAGE>


            Fitch: Fitch Ratings, or its successor in interest.

            Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) [ ]%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the sum of the rates described in
clauses (a), (b) and (c), which is not assigned to and not part of the Trust
Estate.

            Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus, the sum of (a) [ ]%, (b) the applicable Servicing
Fee Rate and (c) the Master Servicing Fee Rate.

            Form 10-D: As defined in Section 3.12(c).

            Form 10-K: As defined in Section 3.12(c).

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

            Holder: See "Certificateholder."

            Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Depositor, the Master Servicer and
any Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Depositor or the Master Servicer or any
Servicer or in an affiliate of either, and (iii) is not connected with the
Depositor, the Master Servicer or any Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

            Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.

            Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.

            Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.

            Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as of the Determination Date immediately
preceding such Distribution Date minus (ii) the sum of (A) the Class A Interest
Percentage of such Class of the interest portion of any Realized Losses on the
Mortgage Loans on or after the Subordination Depletion Date pursuant to Section
4.02(c) and


                                      I-30
<PAGE>


(B) the Class A Interest Percentage of such Class of any Non-Supported Interest
Shortfall or Relief Act Shortfall allocated to the Class A Certificates with
respect to such Distribution Date. The Class A-PO Certificates have no Interest
Accrual Amount.

            As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of the sum of any Non-Supported Interest Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates with respect to such Distribution Date.

            Letter of Credit: As defined in the Wells Fargo Bank Servicing
Agreement.

            LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. dollar deposits, as
determined by the Trustee on the related Rate Determination Date in accordance
with Section 4.07.

            LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and Charlotte, North Carolina.

            LIBOR Certificates: Any of the Class A-1, Class A-2, Class A-5 and
Class A-6 Certificates.

            Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.

            Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.

            Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.


                                      I-31
<PAGE>


            Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.

            Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.

            Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.

            Master Servicer: Wells Fargo Bank, or its successor in interest.
Initially, the Master Servicer functions shall be performed by the Corporate
Trust Services division of Wells Fargo Bank.

            Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.

            Master Servicing Fee Rate: As set forth in Section 11.24.

            Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master servicing of the
Mortgage Loans.

            MERS: The Mortgage Electronic Registration Systems, Inc.

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

            Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.


                                      I-32
<PAGE>


            MIN: A MERS Mortgage Identification Number assigned to a Mortgage
Loan registered under MERS.

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

            Month End Interest: As defined in each Servicing Agreement.

            Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).

            Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.

            Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.

            Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of [ ] between Wells Fargo Bank, as seller, and the
Depositor, as purchaser.

            Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.

            Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1 and F-2, which list may be amended following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or
2.03 and which list shall set forth at a minimum the following information as of
the close of business on the Cut-Off Date (or, with respect to Substitute
Mortgage Loans, as of the close of business on the day of substitution) as to
each Mortgage Loan:

            (i)   the Mortgage Loan identifying number;

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

            (iii) the type of property;

            (iv)  the Mortgage Interest Rate;

            (v)   the Net Mortgage Interest Rate;


                                      I-33
<PAGE>


            (vi)  the Monthly Payment;

            (vii) the original number of months to maturity;

            (viii) the scheduled maturity date;

            (ix)  the Cut-Off Date Principal Balance;

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

            (xi)  whether such Mortgage Loan is a Subsidy Loan;

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

            (xiii) the applicable Servicing Fee Rate;

            (xiv) the Master Servicing Fee Rate;

            (xv)  Fixed Retained Yield Rate, if applicable; and

            (xvi) for each Other Servicer Mortgage Loan, the name of the
                  Servicer with respect thereto.

            Such schedule may consist of multiple reports that collectively set
forth all of the information required.

            Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01(a) and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.

            Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.

            Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.

            Mortgagor: The obligor on a Mortgage Note.

            Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.

            Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.23
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.24 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular


                                      I-34
<PAGE>


monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.

            Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.

            Non-permitted Foreign Holder: As defined in Section 5.02(d).

            Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by [ ]%.

            Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Applicable Unscheduled Principal Receipt Periods
for such Distribution Date less the Class A-PO Recovery for such Distribution
Date.

            Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.

            Non-Supported Interest Shortfall: With respect to any Distribution
Date, the sum of (i) the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date and (ii) Curtailment Interest Shortfalls with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Subordination Depletion Date, the Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Subordination Depletion Date Interest Shortfall
for such Distribution Date. Any Non-Supported Interest Shortfall will be
allocated to (a) the Class A Certificates (other that the Class A-PO
Certificates) according to the percentage obtained by dividing the Class A
Non-PO Principal Balance by the Aggregate Non-PO Principal Balance and (b) the
Class B Certificates according to the percentage obtained by dividing the Class
B Principal Balance by the Aggregate Non-PO Principal Balance.

            Non-U.S. Person: As defined in Section 4.01(f).

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

            Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a


                                      I-35
<PAGE>


Person which is not a corporation, signed by the person or persons having like
responsibilities), and delivered to the Trustee.

            Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Depositor, a Servicer or the Master Servicer, or any
affiliate of the Depositor, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.

            Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or seventh sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.

            Original Aggregate Non-PO Principal Balance: The Aggregate Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section 11.05.

            Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date as set forth in Section 11.03.

            Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, the Original Class B-2 Principal Balance, the Original
Class B-3 Principal Balance, the Original Class B-4 Principal Balance, the
Original Class B-5 Principal Balance and the Original Class B-6 Principal
Balance, as set forth in Section 11.06.

            Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.08.

            Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, the Original Class
B-5 Principal Balance and the Original Class B-6 Principal Balance by the
Original Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional
Interest is specified in Section 11.09.


                                      I-36
<PAGE>


            Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section 11.10.

            Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest
is specified in Section 11.11.

            Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance. The Original Class
B-5 Fractional Interest is specified in Section 11.12.

            Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.

            Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.14.

            Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.15.

            Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.16.

            Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.17.

            Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.18.

            Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

            Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

            Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

            Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

            Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.


                                      I-37
<PAGE>


            Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

            Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.04; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.07.

            Other Servicer: Any of the Servicers other than Wells Fargo Bank.

            Other Servicer Mortgage Loan: Any of the Mortgage Loans, if any,
identified in Exhibit F-2 hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Section 2.02 or 2.03, which
Mortgage Loan is serviced under an Other Servicing Agreement.

            Other Servicing Agreements: The Servicing Agreements other than the
Wells Fargo Bank Servicing Agreement.

            Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Depositor prior to such Due Date pursuant to Section 2.02, 2.03 or 3.08.

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

            PAC I Group: The Class A-10, Class A-11, Class A-12, Class A-13 and
Class A-14 Certificates.

            PAC I Group Principal Amount: As defined in Section 4.01(b).

            PAC II Group: The Class A-5, Class A-6 and Class A-7 Certificates.

            PAC II Group Principal Amount: As defined in Section 4.01(b).

            Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the Unscheduled Principal Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.

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

            Paying Agent: The Person authorized on behalf of the Trustee to make
distributions to Certificateholders with respect to the Certificates and to
forward to Certificateholders the periodic and annual statements required by
Section 4.04. The Paying Agent may be the Trustee. The initial Paying Agent is
appointed in Section 4.03(b).


                                      I-38
<PAGE>


            Payment Account: The account maintained pursuant to Section 4.03(a).

            Percentage Interest: With respect to a Class A Certificate of a
Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.

            Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Servicemembers Civil Relief Act, as it may be
amended from time to time, or similar legislation or regulations then in effect)
on the Mortgage Loans, that (x) were delinquent as of the close of business on
the related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.

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

            Plan: As defined in Section 5.02(c).

            Pledge Holder: As defined in the Wells Fargo Bank Servicing
Agreement.

            Pledged Asset Mortgage Loans: The Mortgage Loans listed on Exhibit Q
for which Letters of Credit have been issued.

            PMI Advance: As defined in the related Servicing Agreement, if
applicable.

            PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.

            Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.

            Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO


                                      I-39
<PAGE>


Fraction for such Mortgage Loan and (ii) the Scheduled Principal Balance of such
Mortgage Loan.

            Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Class A Certificates and Class B Certificates
on such Distribution Date, which shall be the sum of (i) all previously
undistributed payments or other receipts on account of principal and interest on
or in respect of the Mortgage Loans (including, without limitation, the proceeds
of any repurchase of a Mortgage Loan by the Depositor and any Substitution
Principal Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03, (iii) any
remaining Reimbursement Amount as provided in Section 4.01(a) and (iv) all other
amounts (including any Insurance Proceeds and Compensating Interest) required to
be placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:

            (a) amounts received as late payments of principal or interest and
      respecting which the Master Servicer or the Trustee has made one or more
      unreimbursed Periodic Advances;

            (b) the portion of Liquidation Proceeds used to reimburse any
      unreimbursed Periodic Advances by the Master Servicer or the Trustee;

            (c) that portion of each payment of interest on a particular
      Mortgage Loan which represents (i) the Fixed Retained Yield, if any, (ii)
      the applicable Servicing Fee and (iii) the Master Servicing Fee;

            (d) all amounts representing scheduled payments of principal and
      interest due after the Due Date occurring in the month in which such
      Distribution Date occurs;

            (e) all Unscheduled Principal Receipts received by the Servicers
      after the Applicable Unscheduled Principal Receipt Period relating to the
      Distribution Date for the applicable type of Unscheduled Principal
      Receipt, and all related payments of interest on such amounts;

            (f) all repurchase proceeds with respect to Mortgage Loans
      repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08 on or
      following the Determination Date in the month in which such Distribution
      Date occurs and the difference between the unpaid principal balance of a
      Mortgage Loan substituted for a Mortgage Loan pursuant to Section 2.02 or
      2.03 on or following the Determination Date in the month in which such
      Distribution Date occurs and the unpaid principal balance of such Mortgage
      Loan;

            (g) that portion of Liquidation Proceeds and REO Proceeds which
      represents any unpaid Servicing Fee or Master Servicing Fee;


                                      I-40
<PAGE>


            (h) all income from Eligible Investments that is held in the
      Certificate Account for the account of the Master Servicer;

            (i) Liquidation Profits;

            (j) Month End Interest;

            (k) all amounts reimbursable to a Servicer for PMI Advances; and

            (l) all other amounts permitted to be withdrawn from the Certificate
      Account, to the extent not covered by clauses (a) through (k) above, or
      not required to be deposited in the Certificate Account under this
      Agreement.

            Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balance of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.

            Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate equal to or greater than [ ]%.

            Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.

            Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.

            Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:


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

            Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal


                                      I-41
<PAGE>


Principal Amount, Class B-5 Optimal Principal Amount or Class B-6 Optimal
Principal Amount is calculated in accordance with the proviso in such definition
with respect to any Distribution Date, the Principal Adjustment for such Class
of Class B Certificates shall equal the difference between (i) the amount that
would have been distributed to such Class as principal in accordance with
Section 4.01(a) for such Distribution Date, calculated without regard to such
proviso and assuming there are no Principal Adjustments for such Distribution
Date and (ii) the Adjusted Principal Balance for such Class.

            Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Subordination Depletion Date
and as to any Class of Class A Certificates (other than the Class A-PO
Certificates), the Original Principal Balance of such Class (increased in the
case of a Class of Accrual Certificates by the Accrual Distribution Amounts for
such Class with respect to prior Distribution Dates) less the sum of all amounts
previously distributed in respect of such Class on prior Distribution Dates (i)
pursuant to Paragraph third clause (1) of Section 4.01(a), (ii) as a result of a
Principal Adjustment and (iii), if applicable, from the Accrual Distribution
Amounts for such prior Distribution Dates. After the Subordination Depletion
Date, each such Principal Balance of a Class of Class A Certificates will also
be reduced (if clause (i) is greater than clause (ii)) or increased (if clause
(i) is less than clause (ii)) on each Determination Date by an amount equal to
the product of the Class A Loss Percentage of such Class and the difference, if
any, between (i) the Class A Non-PO Principal Balance as of such Determination
Date without regard to this sentence and (ii) the difference between (A) the
Adjusted Pool Amount for the preceding Distribution Date and (B) the Adjusted
Pool Amount (PO Portion) for the preceding Distribution Date; provided, however,
that the amount of any such reduction for the Class A-3 Certificates will be
decreased by the Class A-15 Loss Allocation Amount and the amount of any such
reduction for the Class A-12 Certificates will be decreased by the Class A-14
Loss Allocation Amount. After the applicable Subordination Depletion Date, the
Principal Balance for the Class A-15 Certificates will additionally be reduced
by the Class A-15 Loss Allocation Amount and the Principal Balance for the Class
A-14 Certificates will additionally be reduced by the Class A-14 Loss Allocation
Amount. In addition, any increase allocated to the Class A-3 Certificates
pursuant to the third sentence above will instead increase the Principal Balance
of the Class A-15 Certificates and any increase allocated to the Class A-12
Certificates pursuant to the third sentence above will instead increase the
Principal Balance of the Class A-14 Certificates.

            As of any subsequent Determination Date prior to the Subordination
Depletion Date and as to the Class A-PO Certificates, the Original Principal
Balance of such Class less the sum of (a) all amounts previously distributed in
respect of the Class A-PO Certificates on prior Distribution Dates pursuant to
Paragraphs third clause (2) and fourth of Section 4.01(a) and (b) the Realized
Losses allocated through such Determination Date to the Class A-PO Certificates
pursuant to Section 4.02(b). After the Subordination Depletion Date, the
Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.

            As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.


                                      I-42
<PAGE>


            Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance (plus any Accrual Distribution
Amounts previously added to the Principal Balance of a Class of Accrual
Certificates) less all amounts previously distributed in respect of such Class
on prior Distribution Dates pursuant to Paragraph third clause (1) of Section
4.01(a), Paragraph third clause (2) of Section 4.01(a), or Paragraphs seventh,
tenth, thirteenth, sixteenth, nineteenth or twenty-second of Section 4.01(a).

            Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.

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

            Priority Amount: For any Distribution Date, the lesser of (i) the
sum of the Principal Balances of the Class A-3 and Class A-15 Certificates and
(ii) the sum of (A) the product of (1) the Priority Percentage, (2) the Shift
Percentage and (3) [ ]% of the Scheduled Principal Amount and (B) the product of
(1) the Priority Percentage, (2) the Prepayment Shift Percentage and (3) [ ]% of
the Unscheduled Principal Amount.

            Priority Percentage: The sum of the Principal Balances of the Class
A-3 and Class A-15 Certificates divided by the sum of the Principal Balances of
the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-15 Certificates.

            Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.

            Prospectus: The prospectus dated [ ] as supplemented by the
prospectus supplement dated [ ], relating to the Class A, Class B-1, Class B-2
and Class B-3 Certificates.

            Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.

            Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day preceding the 25th day of
the month preceding the month in which such Distribution Date occurs.

            Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Depositor at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates (other than the
Class A-R Certificate) are [ ] and [ ]. The Rating Agency for the Class A-R
Certificate is [ ]. The Rating Agency for the Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is [ ]. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Depositor, notice
of which designation shall be given to the Trustee and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean [ ] in the case of [ ], [ ] in the case of [ ] and in the case of any
other Rating


                                      I-43
<PAGE>


Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA in the
case of [ ] and Aaa in the case of [ ], and in the case of any other Rating
Agency shall mean its equivalent of such ratings without any plus or minus.

            Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which the Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.

            Record Date: For (i) the Class A-1, Class A-2, Class A-5 and Class
A-6 Certificates, the Business Day preceding the related Distribution Date and
(ii) all other Certificates, the last Business Day of the month preceding the
month of the related Distribution Date.

            Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.

            Reference Banks: Initially, the Reference Banks shall be[ ], [ ], [
], [ ] and [ ]. If any of these banks are not available, the Trustee shall
select from one of the following banks a substitute Reference Bank: [ ], [ ] or
[ ]. If any of these banks are not available, the Trustee shall in its
discretion select another Reference Bank.

            Regulation AB: Regulation AB under the 1933 Act, as such regulation
is amended from time to time.

            Reimbursement Amount: As defined in Section 2.03(c).

            Relief Act Shortfall: Any interest shortfalls arising as a result of
the reduction in the amount of monthly interest payments on any Mortgage Loans
as a result of the application of the Servicemembers Civil Relief Act, as it may
be amended from time to time, or comparable state legislation. Any Relief Act
Shortfall will be allocated to (a) the Class A Certificates (other than the
Class A-PO Certificates) according to the percentage obtained by dividing the
Class A Non-PO Principal Balance by the Aggregate Non-PO Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the Aggregate Non-PO Principal Balance.

            REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.

            REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.


                                      I-44
<PAGE>


            Remittance Date: As defined in each of the Servicing Agreements.

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

            REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).

            Request for Release: A request for release (which may be in
electronic form) in substantially the form attached as Exhibit G hereto.

            Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

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

            Rule 144A: Rule 144A promulgated under the 1933 Act.

            Scheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(i) and Iy(iv) of the definition of Class A Non-PO
Optimal Principal Amount.

            Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which


                                      I-45
<PAGE>


becomes a Liquidated Loan at any time through the last day of such related
Unscheduled Principal Receipt Period shall be zero.

            Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.

            Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the servicing functions performed by Wells Fargo
Bank shall be performed by the Wells Fargo Home Mortgage division of Wells Fargo
Bank.

            Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.

            Servicing Criteria: As defined in Section 3.11(a).

            Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.

            Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.23.

            Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.

            Shift Percentage: As to any Distribution Date, the percentage
indicated below:


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

            Similar Law: As defined in Section 5.02(c).

            Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.22.

            Startup Day: As defined in Section 2.05.

            Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.

            Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.

            Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which each of the Class A Percentage (determined
pursuant to clause (ii) of the definition thereof) equals or exceeds 100%.


                                      I-46
<PAGE>


            Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Subordination Depletion Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full or
Curtailment):

            (A)   in the case where the Applicable Unscheduled Principal Receipt
                  Period is the Mid-Month Receipt Period and such Unscheduled
                  Principal Receipt is received by the Servicer on or after the
                  Determination Date in the month preceding the month of such
                  Distribution Date but prior to the first day of the month of
                  such Distribution Date, the amount of interest that would have
                  accrued at the Net Mortgage Interest Rate on the amount of
                  such Unscheduled Principal Receipt from the day of its receipt
                  or, if earlier, its application by the Servicer through the
                  last day of the month preceding the month of such Distribution
                  Date; and

            (B)   in the case where the Applicable Unscheduled Principal Receipt
                  Period is the Prior Month Receipt Period and such Unscheduled
                  Principal Receipt is received by the Servicer during the month
                  preceding the month of such Distribution Date, the amount of
                  interest that would have accrued at the Net Mortgage Interest
                  Rate on the amount of such Unscheduled Principal Receipt from
                  the day of its receipt or, if earlier, its application by the
                  Servicer through the last day of the month in which such
                  Unscheduled Principal Receipt is received.

            Subsidy Account: If the Trust Estate contains any Subsidy Loans, the
deposit account or accounts created and maintained by the Servicer for deposit
of Subsidy Funds and amounts payable under interest subsidy agreements relating
to mortgage loans other than the Mortgage Loans.

            Subsidy Funds: If the Trust Estate contains any Subsidy Loans, funds
contributed by the employer of a Mortgagor in order to reduce the payments
required from the Mortgagor for a specified period in specified amounts.

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

            Substitute Mortgage Loan: As defined in Section 2.02.

            Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.

            Trust: The corpus of the trust created by this Agreement.

            Trust Estate: The corpus of the Trust, consisting of the Mortgage
Loans (other than any Fixed Retained Yield), such amounts as may be held from
time to time in the Certificate


                                      I-47
<PAGE>


Account (other than any Fixed Retained Yield), the rights of the Trustee to
receive the proceeds of all insurance policies and performance bonds, if any,
required to be maintained hereunder or under the related Servicing Agreement,
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure and all other property and rights
described in the first paragraph of Section 2.01(a).

            Trustee: Wachovia Bank, National Association, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trustee appointed as herein provided.

            Type 1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02 or 2.03, serviced under
the Wells Fargo Bank Servicing Agreement and having a Mid-Month Receipt Period
with respect to all types of Unscheduled Principal Receipts.

            Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.

            Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(ii) and Iy(iii) of the definition of Class A Non-PO
Optimal Principal Amount.

            Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Depositor and any
Substitution Principal Amounts.

            Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.

            U.S. Person: As defined in Section 4.01(f).

            Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, each Class of Certificates will
be entitled to a pro rata portion of the Voting Interest equal to the ratio
obtained by dividing the Principal Balance of such Class by the Class A
Principal Balance and the Class B Principal Balance. Each Certificateholder of a
Class will have a Voting Interest equal to the product of the Voting Interest to
which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of


                                      I-48
<PAGE>


Certificates or specified Classes of Certificates, each Certificateholder of a
Class will have a Voting Interest in such Class equal to such Holder's
Percentage Interest in such Class.

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

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

            Wells Fargo Bank Servicing Agreement: The Servicing Agreement
providing for the servicing of the Type 1 Mortgage Loans initially by Wells
Fargo Bank.

            Section 1.02 Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the
Depositor nor the Master Servicer shall be affected by any notice to the
contrary.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Depositor or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.


                                      I-49
<PAGE>


            Section 1.03 Effect of Headings and Table of Contents.

            The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.

            Section 1.04 Benefits of Agreement.

            Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.



                                      I-50
<PAGE>


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                      ORIGINAL ISSUANCE OF THE CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee, without recourse all the right, title
and interest of the Depositor in and to (a) the Trust Estate, including all
interest (other than the portion, if any, representing the Fixed Retained Yield)
and principal received by the Depositor on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Depositor on or before
the Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf
of any Mortgagor from the Subsidy Account relating to any Subsidy Loan, (e) all
of the Depositor's right, title and interest in and to the proceeds of the
Letters of Credit and (f) proceeds of all the foregoing. It is agreed and
understood by the Depositor and the Trustee that it is not intended that any
mortgage loan be included in the Trust Estate that is a "High-Cost Home Loan" as
defined in any of (i) the New Jersey Home Ownership Act effective November 27,
2003, (ii) the New Mexico Home Loan Protection Act effective January 1, 2004,
(iii) the Massachusetts Predatory Home Loan Practices Act effective November 7,
2004 or (iv) the Indiana Home Loan Practices Act, effective January 1, 2005.

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

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

            (ii) A recorded original assignment of the related Mortgage from
      Wells Fargo Bank assigning the related Mortgage to the Trustee (which may
      be assigned in blank), certified by the recording office, or, if such
      assignment is in the process of being recorded, a copy of the related
      Mortgage transmitted for recordation certified by an officer of Wells
      Fargo Bank or applicable Wells Fargo Bank Correspondent to be a true and
      correct copy of such assignment submitted for recordation; provided,
      however, if



                                      II-1
<PAGE>


      recordation is not required as described below, an assignment in
      recordable form (which may be assigned in blank) with respect to the
      related Mortgage;

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

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

                  (a)   The loan security agreement;

                  (b)   The stock certificate;

                  (c)   The stock power, executed in blank;

                  (d)   The executed proprietary lease;

                  (e)   The executed recognition agreement;

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

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

            (v) For each Letter of Credit, the original advice of such Letter of
      Credit endorsed by the Pledge Holder and Wells Fargo Bank's notice of
      transfer (Exhibit A to the Letter of Credit) of beneficiary of such Letter
      of Credit to the Trustee.

            (b) Following a Document Transfer Event, the Depositor shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the
Custodian, within 60 days copies (which may be in electronic form mutually
agreed upon by the Depositor and the Custodian) of the following additional
documents or instruments with respect to each Mortgage Loan; provided, however,
that originals of such documents or instruments shall be delivered to the
Custodian if originals are required under the law in which the related Mortgaged
Property is located in order to exercise all remedies available to the Trust
under applicable law following default by the related Mortgagor:

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


                                      II-2
<PAGE>


      Fargo Bank Correspondent to be a true and correct copy of the original
      Mortgage submitted for recordation;

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

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

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

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

            (c) If any assignment of a Mortgage to the Trustee is in the process
of being recorded on the Closing Date, the Depositor shall use its best efforts
to cause each such original recorded document or certified copy thereof to be
delivered to the Custodian promptly following its recordation, but in no event
later than one (1) year following the Closing Date. If any Mortgage has been
recorded in the name of MERS or its designee, no assignment of Mortgage in favor
of the Trustee will be required to be prepared or delivered and instead, the
Master Servicer shall take all actions as are necessary to cause the Trust
Estate to be shown as the owner of the related Mortgage Loan on the records of
MERS for the purpose of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS. The Depositor shall also cause to be
delivered to the Custodian any other original mortgage loan document included in
the Owner Mortgage Loan File if a copy thereof has been delivered. The Depositor
shall pay from its own funds, without any right of reimbursement therefor, the
amount of any costs, liabilities and


                                      II-3
<PAGE>


expenses incurred by the Trust Estate by reason of the failure of the Depositor
to cause to be delivered to the Custodian within one (1) year following the
Closing Date any assignment of a Mortgage (except with respect to any Mortgage
recorded in the name of MERS) not delivered to the Custodian on the Closing
Date.

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

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


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

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

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

                     WACHOVIA BANK, NATIONAL ASSOCIATION, AS
                                     TRUSTEE
                         and its successors and assigns


                                      II-4
<PAGE>


            Section 2.02 Acceptance by Custodian.

            Subject to the provisions of the following paragraph, pursuant to
the Custodial Agreement, the Custodian, on behalf of the Trustee, will declare
that it holds and will hold the documents delivered to it pursuant to Section
2.01(a) above and the other documents constituting a part of the Owner Mortgage
Loan Files or Retained Mortgage Loan Files (after the occurrence of a Document
Transfer Event) delivered to it in trust, upon the trusts herein set forth, for
the use and benefit of all present and future Certificateholders. Upon execution
of this Agreement, the Custodian will deliver to the Depositor and the Trustee
an initial certification in the form of Exhibit N hereto, to the effect that,
except as may be specified in a list of exceptions attached thereto, it has
received the original Mortgage Notes relating to each Mortgage Loan on the
Mortgage Loan Schedule.

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

            If within such 45 day period the Custodian finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Custodian shall promptly
(and in no event more than 30 days after completion of the review) notify the
Trustee and the Trustee shall notify the Depositor. The Depositor shall have a
period of 60 days after the date of such notice within which to correct or cure
any such defect. The Depositor hereby covenants and agrees that, if any material
defect is not so corrected or cured, the Depositor will, not later than 60 days
after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Depositor set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Net
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.


                                      II-5
<PAGE>


            In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Depositor in the Certificate Account maintained
by the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File (and Retained Mortgage Loan File, if
required pursuant to Section 2.01(b) hereof) relating thereto shall be delivered
to the Custodian and the Substitution Principal Amount, together with (i)
interest on such Substitution Principal Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan which is being
substituted for and (ii) an amount equal to the aggregate amount of unreimbursed
Periodic Advances in respect of interest previously made by the Servicer, the
Master Servicer or the Trustee with respect to such Mortgage Loan, shall be
deposited in the Certificate Account. The Monthly Payment on the Substitute
Mortgage Loan for the Due Date in the month of substitution shall not be part of
the Trust Estate. Upon receipt by the Custodian of a Request for Release signed
by an officer of the Depositor, the Custodian shall release to the Depositor the
related Owner Mortgage Loan File (and Retained Mortgage Loan File, if
applicable). The Trustee shall execute and deliver such instrument of transfer
or assignment (or, in the case of a Mortgage Loan registered in the name of MERS
or its designee, the Master Servicer shall cause the applicable Servicer to take
all necessary action to reflect such assignment on the records of MERS), in each
case without recourse, as shall be necessary to vest in the Depositor legal and
beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Depositor to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Custodian to give the final certification or the Trustee to give
any notice within the required time periods shall not affect or relieve the
Depositor's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.

            Section 2.03 Representations and Warranties of the Master Servicer
and the Depositor.

            (a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the Certificateholders that, as of the date of
execution of this Agreement:

            (i) The Master Servicer is a national banking association duly
      chartered and validly existing in good standing under the laws of the
      United States;

            (ii) The execution and delivery of this Agreement by the Master
      Servicer and its performance and compliance with the terms of this
      Agreement will not violate the Master Servicer's corporate charter or
      by-laws or constitute a default (or an event which, with notice or lapse
      of time, or both, would constitute a default) under, or result in the
      breach of, any material contract, agreement or other instrument to which
      the Master Servicer is a party or which may be applicable to the Master
      Servicer or any of its assets;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the Trustee and the Depositor, constitutes a valid, legal and
      binding obligation of the Master Servicer, enforceable against it in
      accordance with the terms hereof subject to applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the


                                      II-6
<PAGE>


      enforcement of creditors' rights generally and to general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (iv) The Master 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 other) or operations of the Master Servicer or its
      properties or might have consequences that would affect its performance
      hereunder; and

            (v) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which would
      prohibit its entering into this Agreement or performing its obligations
      under this Agreement.

            It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian. Upon discovery by any of
the Depositor, the Master Servicer or the Trustee of a breach of any of the
representations and warranties set forth in this Section 2.03(a), the party
discovering such breach shall give prompt written notice to the other parties.

            (b) The Depositor hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:

            (i) The information set forth in the Mortgage Loan Schedule was true
      and correct in all material respects at the date or dates respecting which
      such information is furnished as specified in the Mortgage Loan Schedule;

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

            (iii) The Mortgage is a valid, subsisting and enforceable first lien
      on the property therein described, and the Mortgaged Property is free and
      clear of all encumbrances and liens having priority over the first lien of
      the Mortgage except for liens for real estate taxes and special
      assessments not yet due and payable and liens or interests arising under
      or as a result of any federal, state or local law, regulation or ordinance
      relating to hazardous wastes or hazardous substances, and, if the related
      Mortgaged Property is a condominium unit, any lien for common charges
      permitted by statute or homeowners association fees; and if the Mortgaged
      Property consists of shares of a cooperative housing corporation, any lien
      for amounts due to the cooperative housing corporation for unpaid
      assessments or charges or any lien of any assignment of rents or
      maintenance expenses secured by the real property owned by the cooperative
      housing corporation; and any security agreement, chattel mortgage or
      equivalent document related to, and delivered to the Trustee or to the
      Custodian with, any Mortgage


                                      II-7
<PAGE>


      establishes in the Depositor a valid and subsisting first lien on the
      property described therein and the Depositor has full right to sell and
      assign the same to the Trustee;

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

            (v) All taxes, governmental assessments, insurance premiums, and
      water, sewer and municipal charges, which previously became due and owing
      have been paid, or an escrow of funds has been established, to the extent
      permitted by law, in an amount sufficient to pay for every such item which
      remains unpaid; and the Depositor has not advanced funds, or received any
      advance of funds by a party other than the Mortgagor, directly or
      indirectly (except pursuant to any Subsidy Loan arrangement) for the
      payment of any amount required by the Mortgage, except for interest
      accruing from the date of the Mortgage Note or date of disbursement of the
      Mortgage Loan proceeds, whichever is later, to the day which precedes by
      thirty days the first Due Date under the related Mortgage Note;

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

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

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


                                      II-8
<PAGE>


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

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

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

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

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

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

            (xv) The Mortgage Loan (except any Mortgage Loan secured by a
      Mortgaged Property located in any jurisdiction, as to which an opinion of
      counsel of the type customarily rendered in such jurisdiction in lieu of
      title insurance is instead received) is covered by an American Land Title
      Association mortgagee title insurance policy or other generally acceptable
      form of policy or insurance acceptable to Fannie Mae or Freddie Mac,
      issued by a title insurer acceptable to Fannie Mae or Freddie Mac insuring
      the originator, its successors and assigns, as to the first priority lien
      of the Mortgage in the original principal amount of the Mortgage Loan and
      subject only to (A) the lien of


                                      II-9
<PAGE>


      current real property taxes and assessments not yet due and payable, (B)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of public record as of the date of recording of such Mortgage
      acceptable to mortgage lending institutions in the area in which the
      Mortgaged Property is located or specifically referred to in the appraisal
      performed in connection with the origination of the related Mortgage Loan,
      (C) liens created pursuant to any federal, state or local law, regulation
      or ordinance affording liens for the costs of clean-up of hazardous
      substances or hazardous wastes or for other environmental protection
      purposes and (D) such other matters to which like properties are commonly
      subject which do not individually, or in the aggregate, materially
      interfere with the benefits of the security intended to be provided by the
      Mortgage; the Depositor is the sole insured of such mortgagee title
      insurance policy, the assignment to the Trustee of the Depositor's
      interest in such mortgagee title insurance policy does not require any
      consent of or notification to the insurer which has not been obtained or
      made, such mortgagee title insurance policy is in full force and effect
      and will be in full force and effect and inure to the benefit of the
      Trustee, no claims have been made under such mortgagee title insurance
      policy, and no prior holder of the related Mortgage, including the
      Depositor, has done, by act or omission, anything which would impair the
      coverage of such mortgagee title insurance policy;

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

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


                                     II-10
<PAGE>


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

            (xix) Each Mortgage Note is payable in monthly payments, resulting
      in complete amortization of the Mortgage Loan over a term of not more than
      360 months;

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

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

            (xxii) Each Mortgaged Property is located in the United States and
      consists of a one- to four-unit residential property, which may include a
      detached home, townhouse, condominium unit or a unit in a planned unit
      development or, in the case of Mortgage Loans secured by Co-op Shares,
      leases or occupancy agreements;

            (xxiii) The Mortgage Loan is a "qualified mortgage" within the
      meaning of Section 860G(a)(3) of the Code;

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

            (xxv) In the event that the Mortgagor is an inter vivos "living"
      trust, (i) such trust is in compliance with Fannie Mae or Freddie Mac
      standards for inter vivos trusts and (ii) holding title to the Mortgaged
      Property in such trust will not diminish any rights as a creditor
      including the right to full title to the Mortgaged Property in the event
      foreclosure proceedings are initiated;

            (xxvi) If the Mortgage Loan is secured by a long-term residential
      lease, (1) the lessor under the lease holds a fee simple interest in the
      land; (2) the terms of such lease expressly permit the mortgaging of the
      leasehold estate, the assignment of the lease without the lessor's consent
      and the acquisition by the holder of the Mortgage of the rights of the
      lessee upon foreclosure or assignment in lieu of foreclosure or provide
      the holder of the Mortgage with substantially similar protections; (3) the
      terms of such lease do not (a) allow the termination thereof upon the
      lessee's default without the holder of the Mortgage being entitled to
      receive written notice of, and opportunity to cure, such default, (b)
      allow the termination of the lease in the event of damage or destruction
      as


                                     II-11
<PAGE>


      long as the Mortgage is in existence, (c) prohibit the holder of the
      Mortgage from being insured (or receiving proceeds of insurance) under the
      hazard insurance policy or policies relating to the Mortgaged Property or
      (d) permit any increase in rent other than pre-established increases set
      forth in the lease; (4) the original term of such lease is not less than
      15 years; (5) the term of such lease does not terminate earlier than five
      years after the maturity date of the Mortgage Note; and (6) the Mortgaged
      Property is located in a jurisdiction in which the use of leasehold
      estates in transferring ownership in residential properties is a widely
      accepted practice;

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

            (xxviii) No Mortgage Loan is serviced by the Trustee or an affiliate
      of the Trustee.

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

            It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files (and Retained Mortgage Loan Files, if applicable) to the
Custodian and shall inure to the benefit of the Trustee notwithstanding any
restrictive or qualified endorsement or assignment.

            (c) Upon discovery by any of the Depositor, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Depositor
shall cure such breach in all material respects or shall either (i) repurchase
the Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (A) 100% of the unpaid principal balance of such
Mortgage Loan plus (B) accrued interest at the Net Mortgage Interest Rate for
such Mortgage Loan through the last day of the month in which such repurchase
took place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. In addition to the


                                     II-12
<PAGE>


foregoing, if a breach of the representation set forth in clause (b)(xiii) of
this Section 2.03 occurs as a result of a violation of an applicable predatory
or abusive lending law, the Depositor shall reimburse the Trust for all costs
and damages including, but not limited to, reasonable attorneys' fees and costs,
incurred by the Trust as a result of the violation of such law (such amount, the
"Reimbursement Amount"). The purchase price of any repurchase described in this
paragraph, the Substitution Principal Amount, if any, plus accrued interest
thereon and the other amounts referred to in Section 2.02, and any Reimbursement
Amount shall be deposited in the Certificate Account. It is understood and
agreed, except with respect to the second preceding sentence, that the
obligation of the Depositor to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.

            Section 2.04 Execution and Delivery of Certificates.

            The Trustee acknowledges the assignment to it of the Mortgage Loans
and acknowledges the delivery of the Owner Mortgage Loan Files to the Custodian,
on behalf of the Trustee, and, concurrently with such delivery, has executed and
delivered to or upon the order of the Depositor, in exchange for the Mortgage
Loans, together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which evidence ownership of the entire Trust Estate.

            Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.

            The Depositor hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is [ ]
for purposes of Code Section 860G(a)(1).


                                     II-13
<PAGE>


                                   ARTICLE III

                  ADMINISTRATION OF THE TRUST ESTATE; SERVICING
                              OF THE MORTGAGE LOANS

            Section 3.01 Certificate Account.

            (a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Depositor of the location of
the Certificate Account and of any change in the location thereof.

            (b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements and amounts received from draws on
any Letters of Credit and shall, in addition, deposit into the Certificate
Account the following amounts, in the case of amounts specified in clause (i),
not later than the Business Day preceding the Distribution Date on which such
amounts are required to be distributed to Certificateholders and, in the case of
the amounts specified in clause (ii), not later than the Business Day next
following the day of receipt and posting by the Master Servicer:

            (i) Periodic Advances pursuant to Section 3.03(a) made by the Master
      Servicer or the Trustee, if any and any amounts deemed received by the
      Master Servicer pursuant to Section 3.01(d); and

            (ii) in the case of any Mortgage Loan that is repurchased by the
      Depositor pursuant to Section 2.02, 2.03, 3.08 or 9.01 or that is
      auctioned by the Master Servicer pursuant to Section 3.08, the purchase
      price therefor or, where applicable, any Substitution Principal Amount and
      any amounts received in respect of the interest portion of unreimbursed
      Periodic Advances.

            (c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized, without any right of reimbursement therefor from the Trust Estate.


                                     III-1
<PAGE>


            (d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial P&I Account
maintained in accordance with the applicable Servicing Agreement, if such
Custodial P&I Account is not an Eligible Account as defined in this Agreement,
to the extent such amounts are not actually received by the Master Servicer on
such Remittance Date as a result of the bankruptcy, insolvency, receivership or
other financial distress of the depository institution in which such Custodial
P&I Account is being held. To the extent that amounts so deemed to have been
received by the Master Servicer are subsequently remitted to the Master
Servicer, the Master Servicer shall be entitled to retain such amounts.

            Section 3.02 Permitted Withdrawals from the Certificate Account.

            (a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):

            (i) to reimburse the Master Servicer, the Trustee or any Servicer
      for Periodic Advances made by the Master Servicer or the Trustee pursuant
      to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
      with respect to previous Distribution Dates, such right to reimbursement
      pursuant to this subclause (i) being limited to amounts received on or in
      respect of particular Mortgage Loans (including, for this purpose,
      Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
      repurchase or substitution of Mortgage Loans pursuant to Section 2.02,
      2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;

            (ii) to reimburse any Servicer, the Master Servicer or the Trustee
      for any Periodic Advances determined in good faith to have become
      Nonrecoverable Advances; provided, however, that any portion of
      Nonrecoverable Advances representing Fixed Retained Yield shall be
      reimbursable only from amounts constituting Fixed Retained Yield and not
      from assets of the Trust Estate;

            (iii) to reimburse the Master Servicer or any Servicer from
      Liquidation Proceeds for Liquidation Expenses and for amounts expended by
      the Master Servicer or any Servicer pursuant hereto or to any Servicing
      Agreement, respectively, in good faith in connection with the restoration
      of damaged property or for foreclosure expenses;

            (iv) from any Mortgagor payment on account of interest or other
      recovery (including Net REO Proceeds) with respect to a particular
      Mortgage Loan, to pay the Master Servicing Fee with respect to such
      Mortgage Loan to the Master Servicer;

            (v) to reimburse the Master Servicer, any Servicer or the Trustee
      (or, in certain cases, the Depositor) for expenses incurred by it
      (including taxes paid on behalf of the Trust Estate) and recoverable by or
      reimbursable to it pursuant to Section 3.03(b), 3.03(c), 6.03, the second
      paragraph of Section 8.06 or the second sentence of Section 8.13(a) or
      pursuant to such Servicer's Servicing Agreement, provided such expenses
      are "unanticipated" within the meaning of the REMIC Provisions;


                                     III-2
<PAGE>


            (vi) to pay to the Depositor or other purchaser with respect to each
      Mortgage Loan or property acquired in respect thereof that has been
      repurchased or replaced pursuant to Section 2.02, 2.03, 3.08 or 9.01 or
      auctioned pursuant to Section 3.08, all amounts received thereon and not
      required to be distributed as of the date on which the related repurchase
      or purchase price or Scheduled Principal Balance was determined;

            (vii) to remit funds to the Paying Agent in the amounts and in the
      manner provided for herein;

            (viii) to pay to the Master Servicer any interest earned on or
      investment income with respect to funds in the Certificate Account;

            (ix) to pay to the Master Servicer or any Servicer out of
      Liquidation Proceeds allocable to interest the amount of any unpaid Master
      Servicing Fee or Servicing Fee (as adjusted pursuant to the related
      Servicing Agreement) and any unpaid assumption fees, late payment charges
      or other Mortgagor charges on the related Mortgage Loan;

            (x) to pay to the Master Servicer as additional master servicing
      compensation any Liquidation Profits which a Servicer is not entitled to
      pursuant to the applicable Servicing Agreement;

            (xi) to withdraw from the Certificate Account any amount deposited
      in the Certificate Account that was not required to be deposited therein;

            (xii) to clear and terminate the Certificate Account pursuant to
      Section 9.01; and

            (xiii) to pay to Wells Fargo Bank from any Mortgagor payment on
      account of interest or other recovery (including Net REO Proceeds) with
      respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
      with respect to such Mortgage Loan; provided, however, that with respect
      to any payment of interest received by the Master Servicer in respect of a
      Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
      Proceeds, Insurance Proceeds or otherwise) which is less than the full
      amount of interest then due with respect to such Mortgage Loan, only that
      portion of such payment of interest that bears the same relationship to
      the total amount of such payment of interest as the Fixed Retained Yield
      Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
      Interest Rate shall be allocated to the Fixed Retained Yield with respect
      thereto.

            (b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account. The Master Servicer
shall notify the Depositor and the Trustee of the amount, purpose and party paid
pursuant to Section 3.02(a)(v).

            Section 3.03 Advances by Master Servicer and Trustee.

            (a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Business Day preceding the
Distribution Date occurring in the month


                                     III-3
<PAGE>


during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Wells Fargo Bank
in its capacity as Servicer fails to make any required Periodic Advances of
principal and interest on a Mortgage Loan as required by the Wells Fargo Bank
Servicing Agreement prior to the Business Day preceding the Distribution Date
occurring in the month during which such Periodic Advance is due, the Trustee
shall, to the extent required by Section 8.14, make such Periodic Advance to the
extent provided hereby, provided that the Trustee has previously received the
certificate of the Master Servicer described in the following sentence. The
Master Servicer shall certify to the Trustee with respect to any such
Distribution Date (i) the amount of Periodic Advances required of Wells Fargo
Bank in its capacity as Servicer or such Other Servicer, as the case may be,
(ii) the amount actually advanced by Wells Fargo Bank in its capacity as
Servicer or such Other Servicer, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the Business Day preceding the
related Distribution Date. Notwithstanding the foregoing, neither the Master
Servicer nor the Trustee will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trustee may conclusively
rely for any determination to be made by it hereunder upon the determination of
the Master Servicer as set forth in its certificate.

            (b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer has actual knowledge of such failure of the
Servicer, advance such funds and take such steps as are necessary to pay such
taxes or insurance premiums. To the extent Wells Fargo Bank in its capacity as
Servicer fails to make an advance on account of the taxes or insurance premiums
with respect to a Mortgage Loan required pursuant to the Wells Fargo Bank
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of Wells Fargo Bank in its capacity as Servicer, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.

            (c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).

            (d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.


                                     III-4
<PAGE>


            Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan
Files and Retained Mortgage Loan Files.

            In connection with the deposit by a Servicer into the Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment in Full, the
Master Servicer or applicable Servicer shall confirm to the Trustee that all
amounts required to be remitted to the Certificate Account in connection with
such Mortgage Loan have been so deposited, and the Master Servicer or applicable
Servicer shall deliver two copies of such Request for Release to the Custodian.
The Custodian shall, within five Business Days of its receipt of such a Request
for Release, release the related Owner Mortgage Loan File (and Retained Mortgage
Loan File, if applicable) to the Master Servicer or such Servicer, as requested
by the Master Servicer or such Servicer. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Certificate Account.

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

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


                                     III-5
<PAGE>


otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure proceeding or trustee's sale.

            Section 3.05 Reports to the Trustee; Annual Compliance Statements.

            (a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current Fannie Mae monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.

            (b) The Master Servicer shall deliver to the Depositor, the Trustee
and each Rating Agency no later than March [15] following the end of each
calendar year commencing with March 20 , (i) an Officer's Certificate in the
form required by Item 1123 of Regulation AB, to the effect that (A) an
authorized officer of the Master Servicer has reviewed (or a review has been
made under his or her supervision of) the Master Servicer's activities under
this Agreement during the prior calendar year (including the Master Servicer's
activities as Paying Agent hereunder) and (B) to the best of such officer's
knowledge, based on such review, the Master Servicer has fulfilled all of its
obligations under this Agreement (including the Master Servicer's activities as
Paying Agent hereunder) in all material respects throughout the prior calendar
year or, if there has been a failure to fulfill any such obligation in any
material respect, specifically identifying each failure known to such officer
and the nature and status thereof, (ii) an Officer's Certificate certifying that
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(ii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof and (iii)
an Officer's Certificate certifying that (A) the Master Servicer has received
from the Custodian any financial statements, officer's certificates,
accountant's statements or other information required to be provided to the
Master Servicer pursuant to the Custodial Agreement and (B) to the best of such
officer's knowledge, based on a review of the information provided to the Master
Servicer by the Custodian as described in (iii)(A) above, the Custodian has
performed and fulfilled its duties, responsibilities and obligations under the
Custodial Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations,


                                     III-6
<PAGE>


specifying each such default known to such officer and the nature and status
thereof. Copies of such Officers' Certificates shall be provided by the Trustee
to any Certificateholder upon written request provided such certificate is
delivered, or caused to be delivered, by the Master Servicer to the Trustee.

            Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan.

            The Master Servicer shall enforce the obligations of the applicable
Servicer to administer each REO Mortgage Loan at all times so that each REO
Mortgage Loan qualifies as "foreclosure property" under the REMIC Provisions and
that it does not earn any "net income from foreclosure property" which is
subject to tax under the REMIC Provisions. In the event that a Servicer is
unable to dispose of any REO Mortgage Loan within the period mandated by each of
the Servicing Agreements, the Master Servicer shall monitor such Servicer to
verify that such REO Mortgage Loan is auctioned to the highest bidder within the
period so specified. In the event of any such sale of a REO Mortgage Loan, the
Custodian shall, at the written request of the Master Servicer and upon being
supported with appropriate forms therefor, within five Business Days of the
deposit by the Master Servicer of the proceeds of such sale or auction into the
Certificate Account, release or cause to be released to the entity identified by
the Master Servicer the related Owner Mortgage Loan File, Retained Mortgage Loan
File, if applicable, and Servicer Mortgage Loan File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the auction purchaser title to the
REO Mortgage Loan and the Custodian shall have no further responsibility with
regard to such Owner Mortgage Loan File, Retained Mortgage Loan File, if
applicable, or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.

            Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions.

            (a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.

            (b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose


                                     III-7
<PAGE>


cannot reasonably be expected to adversely affect Certificateholders. The lack
of reasonable expectation of an adverse effect on Certificateholders may be
established through the delivery to the Trustee of (i) an Opinion of Counsel to
such effect or (ii) written notification from each Rating Agency to the effect
that such amendment or supplement will not result in reduction of the current
rating assigned by that Rating Agency to the Certificates. Notwithstanding the
two immediately preceding sentences, the Trustee may, in its discretion, decline
to enter into or consent to any such supplement or amendment if its own rights,
duties or immunities shall be adversely affected.

            (c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Wells Fargo Bank Servicing Agreement for the purpose
of changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).

            (ii) The Master Servicer may direct Wells Fargo Bank in its capacity
as Servicer to enter into an amendment to the Wells Fargo Bank Servicing
Agreement for the purposes described in Section 3.07(c)(i)(B).

            Section 3.08 Oversight of Servicing.

            The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by either
Rating Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC
status for federal income tax purposes or (iii) the imposition of any Prohibited


                                     III-8
<PAGE>


Transaction Tax or any federal taxes on either the REMIC or the Trust Estate.
The Master Servicer shall have full power and authority in its sole discretion
to take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.

            For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Master Servicer, such modification shall
be construed as a substitution of the modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trustee an Opinion of Counsel (at the expense of the party seeking to modify
the Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence; provided, however, that no such Opinion of
Counsel need be delivered if the sole purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that
the Mortgage Loan is fully amortized by its original maturity date.

            During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to cause such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.

            The relationship of the Master Servicer to the 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.

            The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.

            The Depositor shall have a limited option to repurchase any
defaulted Mortgage Loan or REO Mortgage Loan during the following time periods:
(i) beginning on the first day of the second month following the month in which
the Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property


                                     III-9
<PAGE>


related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Depositor shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, Wells Fargo Bank requests the Depositor to
repurchase and to sell to Wells Fargo Bank to facilitate the exercise of Wells
Fargo Bank's rights against the originator or a prior holder of such Mortgage
Loan. The purchase price for any Mortgage Loan repurchased pursuant to this
paragraph shall be 100% of the unpaid principal balance of such Mortgage Loan
plus accrued interest thereon at the Mortgage Interest Rate for such Mortgage
Loan, through the last day of the month in which such repurchase occurs. Upon
the receipt of such purchase price, the Master Servicer shall provide to the
Trustee the certification required by Section 3.04 and the Trustee and the
Custodian, if any, shall promptly release to the Seller the Owner Mortgage Loan
File and Retained Mortgage Loan File, if applicable, relating to the Mortgage
Loan being repurchased.

            In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Trustee is unable to enforce the
obligation of the Depositor to purchase such Mortgage Loan pursuant to Section
2.02 within two months of such determination, the Master Servicer shall cause
such Mortgage Loan to be auctioned to the highest bidder and sold out of the
Trust Estate no later than the date 90 days after such determination. In the
event of any such sale of a Mortgage Loan, the Custodian shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File, Retained Mortgage Loan File, if applicable, and Servicer
Mortgage Loan File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
auction purchaser title to the Mortgage Loan and the Custodian shall have no
further responsibility with regard to such Owner Mortgage Loan File, Retained
Mortgage Loan File, if applicable, or Servicer Mortgage Loan File. None of the
Trustee, the Custodian, the Master Servicer or any Servicer, acting on behalf of
the Trustee, shall provide financing from the Trust Estate to any purchaser of a
Mortgage Loan.

            The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.

            At the direction of the Depositor, the Master Servicer may enter
into a special servicing agreement with an unaffiliated holder of 100%
Percentage Interest of a Class of Class B Certificates or a holder of a class of
securities representing interests in the Class B Certificates


                                     III-10
<PAGE>


and/or other subordinated mortgage pass-through certificates, such agreement to
be substantially in the form of Exhibit M hereto or subject to each Rating
Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.

            Section 3.09 Termination and Substitution of Servicing Agreements.

            Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Depositor and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. The Trustee shall terminate the Wells Fargo
Bank Servicing Agreement in accordance with the provisions of Article 19
thereof. The Master Servicer shall indemnify the Trustee and hold it harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee in connection with termination of a Servicing Agreement at
the direction of the Master Servicer except to the extent that such claims,
liabilities, costs and expenses are incurred as a result of the bad faith,
willful misfeasance or gross negligence of the Trustee in the performance of its
obligations hereunder. To the extent that the costs and expenses (including any
amounts paid by the Master Servicer pursuant to the immediately preceding
sentence) of the Master Servicer related to any termination of a Servicer,
appointment of a successor Servicer or the transfer and assumption of servicing
by the Master Servicer with respect to any Servicing Agreement (including,
without limitation, (i) all legal costs and expenses and all due diligence costs
and expenses associated with an evaluation of the potential termination of the
Servicer as a result of an event of default by such Servicer and (ii) all costs
and expenses associated with the complete transfer of servicing, including all
servicing files and all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the successor servicer
to correct any errors or insufficiencies in the servicing data or otherwise to
enable the successor servicer to service the Mortgage Loans in accordance with
the related Servicing Agreement) are not fully and timely reimbursed by the
terminated Servicer, the Master Servicer shall be entitled to reimbursement of
such costs and expenses from the Certificate Account. If the Trustee terminates
an Other Servicing Agreement, the Trustee may enter into a substitute Servicing
Agreement with the Master Servicer or, at the Master Servicer's nomination, with
another mortgage loan service company acceptable to the Trustee, the Master
Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. If the Trustee terminates
the Wells Fargo Bank Servicing Agreement, the Trustee shall enter into a
substitute Servicing Agreement with another mortgage loan service company
acceptable to the Trustee and each Rating Agency under which such substitute
servicer shall assume, satisfy, perform and carry out all liabilities, duties,
responsibilities


                                     III-11
<PAGE>


and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by Wells Fargo Bank, in its capacity as Servicer,
under such terminated Servicing Agreement. It is understood and acknowledged by
the parties hereto that there will be a period of transition not to exceed
ninety (90) days before the servicing functions can be transferred to such
substitute servicer. Until such time as the Trustee enters into a substitute
servicing agreement with respect to the Mortgage Loans previously serviced by an
Other Servicer and the transition period relating to the transfer of such
servicing expires, the Master Servicer shall assume, satisfy, perform and carry
out all obligations which otherwise were to have been satisfied, performed and
carried out by an Other Servicer under its terminated Servicing Agreement.
However, in no event shall the Master Servicer be deemed to have assumed the
obligations of a Servicer to advance payments of principal and interest on a
delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic
Advance obligation under Section 3.03 of this Agreement. As compensation for the
Master Servicer of any servicing obligations fulfilled or assumed by the Master
Servicer, the Master Servicer shall be entitled to any servicing compensation to
which a Servicer would have been entitled if the Servicing Agreement with such
Servicer had not been terminated.

            Section 3.10 Application of Net Liquidation Proceeds.

            For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.

            Section 3.11 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.

            (a) The Master Servicer shall deliver to the Depositor and the
Trustee, not later than March [15] following the end of each calendar year
commencing with March 20 , a report regarding the Master Servicer's assessment
of its compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), as required by Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB. Such report shall contain
the following:

            (i) a statement by the Master Servicer of its responsibility for
      assessing compliance with the Servicing Criteria applicable to the Master
      Servicer;

            (ii) a statement by the Master Servicer that it used the Servicing
      Criteria to assess compliance with the Servicing Criteria applicable to
      the Master Servicer;

            (iii) a statement by the Master Servicer as to which of the
      Servicing Criteria, if any, are not applicable to the Master Servicer
      (which statement shall be based on the activities the Master Servicer
      performs with respect to asset-backed securities


                                     III-12
<PAGE>


      transactions taken as a whole involving the Master Servicer that are
      backed by the same asset type as the Mortgage Loans);

            (iv) a statement by the Master Servicer assessing the Master
      Servicer's compliance with the applicable Servicing Criteria as of the
      last day of the immediately preceding calendar year and covering the
      period of the preceding calendar year, which shall disclose any material
      instance of non-compliance with respect thereto; and

            (v) a statement by the Master Servicer that a registered public
      accounting firm has issued an attestation report on the Master Servicer's
      assessment of compliance with the applicable Servicing Criteria as of the
      last day of the immediately preceding calendar year and covering the
      period of the preceding calendar year.

            (b) Not later than March [15]th of each calendar year, following the
end of each calendar year commencing with March 20 , the Master Servicer, at its
expense, shall cause a registered public accounting firm which is a member of
the institute of certified public accountants to furnish to the Depositor and
the Trustee a report by such accounting firm that attests to, and reports on,
the assessment made by the Master Servicer pursuant to Section 3.11(a) hereof,
as required by and meeting the requirements of Rules 13a-18 and 15d-18 under the
Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in
accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the
1933 Act and the Exchange Act.

            Section 3.12 Exchange Act Reports.

            (a) With respect to each Distribution Date, prior to the issuance of
the related Distribution Date Statement, the Master Servicer shall confirm that
it has received all distribution and/or servicing information required to be
provided to the Master Servicer by each Servicer for inclusion in such
Distribution Date Statement. In the event the Master Servicer determines that
any such information has not been provided as required or is materially
incorrect, the Master Servicer shall immediately notify the applicable Servicer
and use its reasonable best efforts to cause the Servicer to provide or correct,
as the case may be, such information promptly (but in any event in time to
permit the Master Servicer to distribute the Distribution Date Statement at the
time required in this Agreement).

            (b) Promptly upon receipt by the Master Servicer of (i) (A) any
officer's certificate relating to any Servicer's annual compliance with the
terms of the applicable Servicing Agreement and (B) assessment of servicing
compliance and registered public accounting firm attestation reports, each as
required under the applicable Servicing Agreement, and (ii) (A) any officer's
certificate relating to the Custodian's annual compliance with the terms of the
Custodial Agreement and (B) assessment of servicing compliance and registered
public accounting firm attestation reports, each as required under the Custodial
Agreement, the Master Servicer shall review such officer's certificate and
reports. As part of the Form 10-K required to be filed pursuant to paragraph (c)
of this Section 3.12, the Master Servicer shall include (i) each such Servicer's
annual statement of compliance, assessment of servicing compliance and
registered public accounting firm attestation reports required to be delivered
under the applicable Servicing Agreement and (ii) the Custodian's annual
statement of compliance, assessment of servicing compliance and registered
public accounting firm attestation reports required to be


                                     III-13
<PAGE>


delivered under the Custodial Agreement. In addition, if there is any material
instance of non-compliance disclosed in the Assessments of Compliance delivered
pursuant to Section 3.11(a) hereof or the assessment of compliance delivered
pursuant to the applicable Servicing Agreement or the Custodial Agreement, the
Master Servicer shall disclose each material instance of noncompliance in the
Form 10-K required to be filed pursuant to paragraph (c) of this Section 3.12.

            (c) The Master Servicer and the Trustee shall reasonably cooperate
with the Depositor to enable the Depositor to satisfy its reporting requirements
under the Exchange Act. The Master Servicer shall prepare on behalf of the
Depositor any monthly Current Reports on Form 10-D (each, a "Form 10-D") and
Annual Reports on Form 10-K (each, a "Form 10-K") as required by the Exchange
Act and the rules and regulations promulgated thereunder, and the Master
Servicer shall sign and file (via the Securities and Exchange Commission's
Electronic Data Gathering and Retrieval System) such forms on behalf of the
Depositor.

            (d) Each Form 10-D shall be filed by the Master Servicer within 15
days after each Distribution Date and shall include a copy of the Distribution
Date Statement to Certificateholders for such Distribution Date as an exhibit
thereto. If the Master Servicer is unable to file a Form 10-D within 15 days
after a Distribution Date, it shall sign and file, on behalf of the Depositor, a
Form 12b-25 not later than one Business Day following the due date for such Form
10-D. Within 5 days following the filing of such Form 12b-25, the Master
Servicer shall prepare and file the related Form 10-D.

            (e) Prior to March 30th of each year (or such earlier date as may be
required by the Exchange Act and the rules and regulations of the Securities and
Exchange Commission), the Master Servicer shall file a Form 10-K, in substance
as required by applicable law or applicable Securities and Exchange Commission
staff's interpretations. Such Form 10-K shall include as exhibits (i) the annual
statement of compliance of the Master Servicer required to be delivered pursuant
to Section 3.05(b), (ii) the Assessments of Servicing Compliance and Registered
Public Accounting Firm Attestation Reports described under Section 3.11, (iii)
with respect to each Servicer, the annual statements of compliance, the
assessment of servicing compliance and registered public account firm
attestation reports required to be delivered under the applicable Servicing
Agreement, each as described in paragraph (b) of this Section 3.12, in each case
to the extent they have been timely delivered to the Master Servicer and (iv)
with respect to the Custodian, the annual statements of compliance, the
assessment of servicing compliance and registered public account firm
attestation reports required to be delivered under the Custodial Agreement, each
as described in paragraph (b) of this Section 3.12, in each case to the extent
they have been timely delivered to the Master Servicer. In addition, such Form
10-K shall include (i) any statements and reports the Master Servicer is
required to cause any affiliate or third party vendor, including any
subservicer, to prepare and deliver pursuant to Section 6.06(b), (ii) any
statements and reports a Servicer is required to cause any affiliate or third
party vendor, including any subservicer, to prepare and deliver pursuant to the
applicable Servicing Agreement, in each case to the extent they have been timely
delivered to the Master Servicer and (iii) any statements and reports the
Custodian is required to cause any affiliate or third party vendor, including
any subservicer, to prepare and deliver pursuant to the Custodial Agreement, in
each case to the extent they have been timely delivered to the Master Servicer.
If the Master Servicer is unable to file such Form 10-K by the applicable due
date, it shall sign and file, on


                                     III-14
<PAGE>


behalf of the Depositor, a Form 12b-25 not later than one Business Day following
the due date for such Form 10-K. Within 5 days following the filing of such Form
12b-25, the Master Servicer shall prepare and file the related Form 10-K. Each
Form 10-K shall also include a certification in the form attached hereto as
Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14
under the Exchange Act, as applicable, and any directives or interpretations
thereof by the Securities and Exchange Commission (the "Certification"), which
shall be signed by a Master Servicing Officer.

            (f) The obligations set forth in paragraphs (c) through (e) of this
Section shall only apply with respect to periods for which the Depositor is
obligated to file reports on Form 10-D or 10-K. Unless otherwise instructed by
the Depositor, prior to January 30th of the first year in which the Master
Servicer is able to do so under applicable law, the Master Servicer shall file a
Form 15 Suspension Notification with respect to the Trust. At any time after the
filing of a Form 15 Suspension Notification, if the number of Certificateholders
of record exceeds the number set forth in Section 15(d) of the Exchange Act or
the regulations promulgated pursuant thereto which would cause the Trust to
again become subject to the reporting requirements of the Exchange Act, the
Master Servicer shall recommence preparing and filing reports on Form 8-K and
10-D as required pursuant to this Section 3.12 and the parties hereto will again
have the obligations set forth in paragraphs (c) through (e) of this Section.

            (g) The Depositor, the Trustee and the Master Servicer shall notify
the Depositor and the Trustee of any proceedings of the type described in Item
1117 of Regulation AB, together with a description thereof, within two Business
Days of any such party's knowledge thereof. In addition, the Depositor, the
Trustee and the Master Servicer shall notify the Depositor and the Trustee of
any affiliations or relationships that develop following the Closing Date
between the Depositor, the Trustee or the Master Servicer and any of the parties
listed in Item 1119 of Regulation AB, together with a description thereof,
within two Business Days of any such party's knowledge thereof.


                                     III-15
<PAGE>


                                   ARTICLE IV

                    DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
                         PAYMENTS TO CERTIFICATEHOLDERS;
                             STATEMENTS AND REPORTS

            Section 4.01 Distributions.

            (a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:

            first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date; provided
that prior to the applicable Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest to the
Classes of Accrual Certificates pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain Classes of Class A
Certificates, in accordance with Section 4.01(b);

            second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls in an aggregate amount up to
the Aggregate Class A Unpaid Interest Shortfall; provided that prior to the
applicable Accretion Termination Date, an amount equal to the amount that would
otherwise be distributable in respect of unpaid interest shortfalls to the
Classes of Accrual Certificates pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain Classes of Class A
Certificates, in accordance with Section 4.01(b);

            third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (1) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (2) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;

            fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard to
this clause (i) Paragraph fourth) first to the Class B-6 Certificates pursuant
to clause (ii) Paragraph eighteenth, below, second to the Class B-5 Certificates
pursuant to clause (ii) Paragraph fifteenth, below, third to the Class B-4
Certificates pursuant to clause (ii) Paragraph twelfth, below, fourth to the
Class B-3 Certificates pursuant to clause (ii) Paragraph ninth, below, fifth to
the Class B-2 Certificates pursuant to clause (ii) Paragraph sixth below, and
sixth to the Class B-1 Certificates pursuant to clause (ii) Paragraph third
below;


                                      IV-1
<PAGE>


            fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;

            sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;

            seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this clause (ii) Paragraph third will
be reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in clause (i) Paragraph fourth above;

            eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;

            ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;

            tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this clause (ii) Paragraph sixth will
be reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in clause (i) Paragraph fourth above;

            eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;

            twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;

            thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this clause (ii)
Paragraph ninth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in clause (i) Paragraph fourth above;

            fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to such
Distribution Date;

            fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;

            sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this clause (ii)
Paragraph twelfth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in clause (i) Paragraph fourth above;


                                      IV-2
<PAGE>


            seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;

            eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;

            nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this clause (ii)
Paragraph fifteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in clause (i) Paragraph fourth above;

            twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;

            twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;

            twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this clause (ii)
Paragraph eighteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in clause (i) Paragraph fourth above; and

            twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Payment Account.

            Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).

            With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.

            On each Distribution Date, any Reimbursement Amount shall be
distributed sequentially to the Classes of Certificates then outstanding which
bore the loss to which such Reimbursement Amount relates beginning with the most
senior of such Class of Certificates, up to, with respect to each Class, the
amount of loss borne by such Class. Any Reimbursement Amount remaining after the
application described in the preceding sentence shall be included in the Pool
Distribution Amount.

            (b) (i) On each Distribution Date occurring prior to the Accretion
            Termination Date for the Class A-7 Certificates, the applicable
            Accrual Distribution Amount will be distributed, sequentially, as
            follows:


                                      IV-3
<PAGE>


                  first, concurrently, to the Class A-5 and Class A-6
                  Certificates, pro rata; and

                  second, to the Class A-7 Certificates.

            (ii) On each Distribution Date occurring prior to the Accretion
            Termination Date for the Class A-9 Certificates, the applicable
            Accrual Distribution Amount will be distributed, sequentially, to
            the Class A-8 and Class A-9 Certificates;

            (iii) On each Distribution Date occurring prior to the Subordination
            Depletion Date, the Class A Non-PO Distribution Amount will be
            allocated among and distributed in reduction of the Principal
            Balances of the Class A Non-PO Certificates, sequentially, as
            follows:

                  first, to the Class A-R Certificate; and

                  second, concurrently, as follows:

                        (A) [ ]%, sequentially, as follows:

                            (i) sequentially, up to the PAC I Group Principal
                            Amount as follows:

                                (a) sequentially, to the Class A-10 and Class
                                A-11 Certificates;

                                (b) concurrently, to the Class A-12 and Class
                                A-14 Certificates, pro rata; and

                                (c) to the Class A-13 Certificates;

                            (ii) sequentially, up to the PAC II Group Principal
                            Amount, as follows:

                                (a) concurrently, to the Class A-5 and Class A-6
                                Certificates, pro rata; and

                                (b) to the Class A-7 Certificates;

                            (iii) sequentially, to the Class A-8 and Class A-9
                            Certificates;

                            (iv) sequentially, as follows:

                                (a) concurrently, to the Class A-5 and Class A-6
                                Certificates, pro rata; and

                                (b) to the Class A-7 Certificates; and


                                      IV-4
<PAGE>


                            (v) sequentially, as follows:

                                (a) sequentially, to the Class A-10 and Class
                                A-11 Certificates;

                                (b) concurrently, to the Class A-12 and Class
                                A-14 Certificates, pro rata; and

                                (c) to the Class A-13 Certificates; and

                        (B) [ ]%, sequentially, as follows:

                            (i) to the Class A-3 and Class A-15 Certificates,
                            pro rata, up to the Priority Amount for such
                            Distribution Date;

                            (ii) concurrently, to the Class A-1 and Class A-2
                            Certificates, pro rata;

                            (iii) to the Class A-4 Certificates; and

                            (iv) concurrently, to the Class A-3 and Class A-15
                            Certificates, pro rata.

            As used above, the "PAC I Group Principal Amount" for any
Distribution Date means the amount, if any, that would reduce the aggregate
Principal Balance of the PAC I Group to the percentage of the initial aggregate
Principal Balance of the PAC I Group shown in the related table in Schedule II
with respect to such Distribution Date.

            As used above, the "PAC II Group Principal Amount" for any
Distribution Date means the amount, if any, that would reduce the aggregate
Principal Balance of the PAC II Group to the percentage of the initial aggregate
Principal Balance of the PAC II Group shown in the related table in Schedule II
with respect to such Distribution Date.

            The tables in Schedule II set forth for each Distribution Date the
planned Principal Balance for the PAC I Group and the planned Principal Balance
for the PAC II Group, expressed as a percentage of the initial aggregate
Principal Balance of the PAC I Group and the initial aggregate Principal Balance
of the PAC II Group.

            (c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, (x) the Class A
Non-PO Principal Distribution Amount shall be distributed among the Classes of
Class A Certificates (other than the Class A-PO Certificates), pro rata, in
accordance with their outstanding Principal Balances without regard to either
the proportions or the priorities set forth in Section 4.01(b)(i) and (ii).

            (d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:


                                      IV-5
<PAGE>


            (A) if the Current Class B-1 Fractional Interest is less than the
      Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
      is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
      Class B-6 Certificates shall not be eligible to receive distributions of
      principal; or

            (B) if the Current Class B-2 Fractional Interest is less than the
      Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
      is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
      Certificates shall not be eligible to receive distributions of principal;
      or

            (C) if the Current Class B-3 Fractional Interest is less than the
      Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
      is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
      shall not be eligible to receive distributions of principal; or

            (D) if the Current Class B-4 Fractional Interest is less than the
      Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
      is greater than zero, the Class B-5 and Class B-6 Certificates shall not
      be eligible to receive distributions of principal; or

            (E) if the Current Class B-5 Fractional Interest is less than the
      Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
      is greater than zero, the Class B-6 Certificates shall not be eligible to
      receive distributions of principal.

            (ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to


                                      IV-6
<PAGE>


principal payments solely pursuant to this clause (ii) shall not cause such
Class to be regarded as being eligible to receive principal distributions for
the purpose of applying the definition of its Class B Percentage or Class B
Prepayment Percentage.

            (e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Depositor), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.21, and has so notified the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each Class of Class B Certificates.

            In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).

            (f) The Paying Agent shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons


                                      IV-7
<PAGE>


have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury regulations, certain trusts in
existence on August 20, 1996 which are eligible to elect to be treated as U.S.
Persons).

            Section 4.02 Allocation of Realized Losses.

            (a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions) will be allocated as
follows:

            first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;

            second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;

            third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;

            fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;

            fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;

            sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and

            seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively.

            This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance through the operation of
the definition of Principal Balance and the provisos in the definitions of Class
B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance,
Class B-4 Principal Balance, Class B-5 Principal Balance and Class B-6 Principal
Balance.

            (b) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) shall be allocated among the
Certificates of such Class based on their Percentage Interests.

            (c) After the Class B Principal Balance has been reduced to zero,
the interest portion of Realized Losses will be allocated among the outstanding
Classes of Class A Certificates based upon their Class A Interest Percentages.

            (d) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an


                                      IV-8
<PAGE>


Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts
that is a Mid-Month Receipt Period will be allocated on the Determination Date
in the month following the month in which such Mid-Month Receipt Period ended
and (ii) Liquidated Loan Losses on Liquidated Loans for which the Liquidation
Proceeds were received during, and Bankruptcy Losses incurred in a period
corresponding to, an Unscheduled Principal Receipt Period for Full Unscheduled
Principal Receipts that is a Prior Month Receipt Period will be allocated on the
Determination Date in the second month following the month which is such Prior
Month Receipt Period.

            Section 4.03 Paying Agent.

            (a) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the institution that maintains such account, in which case such
Eligible Investments shall mature not later than the Distribution Date), and
shall not be sold or disposed of prior to maturity. All income and gain realized
from any such investment shall be for the benefit of the Master Servicer and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments shall be deposited in the
Payment Account by the Master Servicer out of its own funds immediately as
realized. The Paying Agent may withdraw from the Payment Account any amount
deposited in the Payment Account that was not required to be deposited therein
and may clear and terminate the Payment Account pursuant to Section 9.01.

            (b) Wells Fargo Bank, N.A. is hereby appointed as initial Paying
Agent to make distributions to Certificateholders and to make available to
Certificateholders the Distribution Date Statements and the annual statements
required by Section 4.04. The Master Servicer may, at any time, remove or
replace the Paying Agent. The Master Servicer shall pay, from its own funds, the
reasonable compensation of any Paying Agent other than Wells Fargo Bank, N.A. or
Wachovia Bank, National Association.

            The Trustee shall cause any Paying Agent that is not Wachovia Bank,
National Association or Wells Fargo Bank, N.A. to execute and deliver to the
Trustee an instrument in which such Paying Agent agrees with the Trustee that
such Paying Agent shall:

            (i) hold all amounts remitted to it by the Master Servicer for
      distribution to Certificateholders in trust for the benefit of
      Certificateholders until such amounts are distributed to
      Certificateholders or otherwise disposed of as herein provided;


                                      IV-9
<PAGE>


            (ii) give the Trustee notice of any default by the Master Servicer
      in remitting any required amount; and

            (iii) at any time during the continuance of any such default, upon
      the written request of the Trustee, forthwith pay to the Trustee all
      amounts held in trust by such Paying Agent.

            Section 4.04 Statements to Certificateholders; Reports to the
Trustee and the Depositor.

            (a) On each Distribution Date, the Master Servicer shall make
available in accordance with subsection (b) of this Section 4.04 to each Holder
of a Certificate, the Trustee, the Paying Agent and the Depositor a statement
(the "Distribution Date Statement") setting forth:

            (i) the applicable Determination Date, the applicable Record Date
      and the actual Distribution Date;

            (ii) the amount of such distribution to Holders of each Class of
      Class A Certificates allocable to principal, separately identifying the
      aggregate amount of any Unscheduled Principal Receipts and Liquidation
      Proceeds included therein and the Principal Balance of each Class of Class
      A Certificates;

            (iii) (A) the amount of such distribution to Holders of each Class
      of Class A Certificates allocable to interest, (B) the amount of the
      Current Class A Interest Distribution Amount allocated to each Class of
      Class A Certificates, (C) any Interest Shortfall Amounts arising with
      respect to such Distribution Date and any remaining Class A Unpaid
      Interest Shortfall with respect to each Class after giving effect to such
      distribution, (D) the amount of any Non-Supported Interest Shortfalls
      allocated to each Class of Class A Certificates for such Distribution Date
      and (E) the amount of any Relief Act Shortfall allocated to each Class of
      Class A Certificates for such Distribution Date;

            (iv) the amount of such distribution to Holders of each Class of
      Class B Certificates allocable to principal, separately identifying the
      aggregate amount of any Unscheduled Principal Receipts and Liquidation
      Proceeds included therein and the Principal Balance of each Class of Class
      B Certificates;

            (v) (A) the amount of such distribution to Holders of each Class of
      Class B Certificates allocable to interest, (B) the amount of the Current
      Class B Interest Distribution Amount allocated to each Class of Class B
      Certificates, (C) any Class B Interest Shortfall Amounts arising with
      respect to such Distribution Date and any remaining Class B Unpaid
      Interest Shortfall with respect to each Class of Class B Certificates
      after giving effect to such distribution, (D) the amount of any
      Non-Supported Interest Shortfall allocated to each Class of Class B
      Certificates for such Distribution Date and (E) the amount of any Relief
      Act Shortfall allocated to each Class of Class B Certificates for such
      Distribution Date;

            (vi) the amount of any Periodic Advance by any Servicer, the Master
      Servicer or the Trustee pursuant to the Servicing Agreements or this
      Agreement, the aggregate


                                     IV-10
<PAGE>


      amount of Periodic Advances outstanding as of such Distribution Date and
      the amount of Periodic Advances reimbursed since the previous Distribution
      Date;

            (vii) the amount of any advances (other than Periodic Advances) made
      since the previous Distribution Date and the party making such advance,
      the aggregate amount of such advances outstanding as of such Distribution
      date an the amount of such advances reimbursed since the previous
      Distribution Date;

            (viii) the number and aggregate principal balance of Mortgage Loans
      outstanding, the weighted average Mortgage Interest Rate and weighted
      average remaining term to maturity of the Mortgage Loans outstanding and
      the cumulative prepayment amounts, in each case, as of the preceding
      Determination Date;

            (ix) the number and aggregate principal balances of the Mortgage
      Loans by range of current Mortgage Interest Rates;

            (x) the pools factors for such Distribution Date;

            (xi) the beginning and ending balance of the Certificate Account;

            (xii) the Class A Principal Balance, the Principal Balance of each
      Class of Class A Certificates, the Class B Principal Balance and the
      Principal Balance of each Class of Class B Certificates prior to and after
      giving effect to the distributions of principal made, and the principal
      portion of Realized Losses, if any, allocated with respect to such
      Distribution Date;

            (xiii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
      Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
      such Distribution Date, the aggregate Scheduled Principal Balance of the
      Discount Mortgage Loans for such Distribution Date;

            (xiv) the aggregate Scheduled Principal Balances of the Mortgage
      Loans serviced by Wells Fargo Bank in its capacity as Servicer and,
      collectively, by the Other Servicers as of such Distribution Date;

            (xv) the Class A Percentage for such Distribution Date;

            (xvi) the Class A Prepayment Percentage for such Distribution Date;

            (xvii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
      Class B-6 Percentages for such Distribution Date;

            (xviii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
      and Class B-6 Prepayment Percentages for such Distribution Date;

            (xix) the number and aggregate principal balances of Mortgage Loans
      delinquent (A) one month, (B) two months and (C) three months or more;


                                     IV-11
<PAGE>


            (xx) the number and aggregate principal balances of the Mortgage
      Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure or
      bankruptcy), (B) in foreclosure, as of the close of business on the last
      day of the calendar month preceding the Distribution Date and (C) in
      bankruptcy as of the close of business on the last day of the calendar
      month preceding the Distribution Date;

            (xxi) the number and aggregate principal balances of the Mortgage
      Loans that are REO Mortgage Loans as of the Determination Date immediately
      preceding such Distribution Date;

            (xxii) the aggregate amount of Realized Losses incurred during the
      preceding calendar month and the principal and interest portions of
      Realized Losses allocated as of such Distribution Date;

            (xxiii) any expenses or indemnification amounts paid by the Trust,
      the specific purpose of each payment and the parties to whom the payments
      were made;

            (xxiv) the amount by which the Principal Balance of each Class of
      Class B Certificates has been reduced as a result of Realized Losses
      allocated as of such Distribution Date;

            (xxv) the amount of the aggregate Servicing Fees and Master
      Servicing Fees paid (and not previously reported) with respect to the
      related Distribution Date, the amount of any additional servicing
      compensation and master servicing compensation for the related
      Distribution Date and the amount by which the aggregate Available Master
      Servicer Compensation has been reduced by the Prepayment Interest
      Shortfall for the related Distribution Date;

            (xxvi) the amount of PMI Advances made by a Servicer, if any;

            (xxvii) the Class A Pass-Through Rate for each Class of Class A
      Certificates and the Class B Pass-Through Rate for each Class of Class B
      Certificates; and

            (xxviii) the Class A-PO Deferred Amount, if any;

            (xxix) any material modifications, extensions or waivers to Mortgage
      Loan terms, fees, penalties or payments since the previous Distribution
      Date;

            (xxx) any material breaches of representations and warranties
      relating to the Mortgage Loans or material breaches of transaction
      covenants; and

            (xxxi) any other customary information as is required to enable
      Certificateholders to prepare their tax returns.

            Upon receipt of the Distribution Date Statement referred to in this
Section 4.04(a), the Paying Agent shall make such statement available to each
Holder of a Certificate via the Paying Agent's website. In addition, the Trustee
shall provide copies of the Distribution Date Statement to Persons making
written requests therefor at the Corporate Trust Office.


                                     IV-12
<PAGE>


            In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.

            Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall, upon request, furnish or cause to be furnished to
each Person who at any time during the calendar year was the Holder of a
Certificate a statement containing the information set forth in clauses (i) and
(ii)(A) above in the case of a Class A Certificateholder and the information set
forth in clauses (iii) and (iv)(A) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer or the Trustee
pursuant to any requirements of the Code from time to time in force.

            Prior to the close of business on the second Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Depositor (the information in such statement
to be made available to Certificateholders by the Trustee on written request)
setting forth the Class A Distribution Amount with respect to each Class of
Class A Certificates and the Class B Distribution Amount with respect to each
Class of Class B Certificates. The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.

            In addition to the Distribution Date Statements and the annual
statements required pursuant to this Section 4.04(a), the Paying Agent shall
make available upon request to each Holder and each proposed transferee of a
Class B-4, Class B-5 or Class B-6 Certificate such additional information, if
any, as may be required to permit the proposed transfer to be effected pursuant
to Rule 144A, which information shall be provided on a timely basis to the
Paying Agent by the Master Servicer.

            (b) The Master Servicer's responsibility for disbursing the
information set forth in subsection (a) of this Section 4.04 to each Holder of a
Certificate, the Depositor and other interested parties is limited to the
availability, timeliness and the accuracy of the information provided by each
Servicer. The Master Servicer will make a copy of each Distribution Date
Statement provided pursuant to this Section 4.04 (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and other interested parties, and
other parties to this Agreement via the Master Servicer's internet website
located at "www.ctslink.com." The Master Servicer will also make available
copies of the Depositor's registration statement and any other materials the
Depositor files with the Securities and Exchange Commission, including
distribution reports on Form 10-D, annual reports of Form 10-K, current reports
on Form 8-K and amendments to these reports available through this website on
the same day they are filed with the Securities and Exchange Commission.
Assistance in using the internet website can be obtained by calling the Master
Servicer's customer service desk at (301) 815-6600. Parties that are unable to
use the above


                                     IV-13
<PAGE>


distribution method are entitled to have a paper copy mailed to them via first
class mail by calling the customer service desk and indicating such. The Master
Servicer shall have the right to change the way the Distribution Date Statement
is distributed in order to make such distribution more convenient and/or more
accessible and the Master Servicer shall provide timely and adequate
notification to the Certificateholders and the parties to this Agreement
regarding any such changes.

            The Master Servicer shall also be entitled to rely on but shall not
be responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date Statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

            As a condition to access the Master Servicer's internet website, the
Master Servicer may require registration and the acceptance of a disclaimer. The
Master Servicer will not be liable for the dissemination of information in
accordance with this Agreement.

            Section 4.05 Reports to Mortgagors and the Internal Revenue Service.

            The Master Servicer shall, in each year beginning after the Cut-Off
Date, cause the applicable Servicers to make the reports of foreclosures and
abandonments of any Mortgaged Property as required by Code Section 6050J. In
order to facilitate this reporting process, the Master Servicer shall request
that each Servicer, on or before January 15th of each year, shall provide to the
Internal Revenue Service, with copies to the Master Servicer, reports relating
to each instance occurring during the previous calendar year in which such
Servicer (i) on behalf of the Trustee acquires an interest in a Mortgaged
Property through foreclosure or other comparable conversion in full or partial
satisfaction of a Mortgage Loan serviced by such Servicer, or (ii) knows or has
reason to know that a Mortgaged Property has been abandoned. Reports from the
Servicers shall be in form and substance sufficient to meet the reporting
requirements imposed by Code Section 6050J. In addition, each Servicer shall
provide the Master Servicer with sufficient information to allow the Master
Servicer to, for each year ending after the Cut-Off Date, provide, or cause to
be provided, to the Internal Revenue Service and the Mortgagors such information
as is required under Code Sections 6050H (regarding payment of interest) and
6050P (regarding cancellation of indebtedness).

            Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer.

            The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.

            Section 4.07 Determination of LIBOR.

            On each Rate Determination Date, the Trustee shall determine LIBOR
for the Distribution Date occurring in the succeeding month, on the basis of the
British Bankers'


                                     IV-14
<PAGE>


Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S.
dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate
Determination Date. As used herein, "Telerate page 3750" means the display
designated as page 3750 on the Moneyline Telerate Service.

            If on any Rate Determination Date the Trustee is unable to determine
LIBOR on the basis of the method set forth in the preceding paragraph, LIBOR for
the applicable Distribution Date will be whichever is higher of (x) LIBOR as
determined on the previous Rate Determination Date or (y) the Reserve Interest
Rate. The "Reserve Interest Rate" will be the rate per annum which the Trustee
determines to be either (A) the arithmetic mean (rounding such arithmetic mean
upwards if necessary to the nearest whole multiple of 1/16%) of the one-month
U.S. dollar lending rates that the Reference Banks are quoting, on the relevant
Rate Determination Date, to the principal London offices of at least two leading
banks in the London interbank market or (b) in the event that the Trustee can
determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate
that the Reference Banks are quoting on such Rate Determination Date to leading
European banks.

            If on any Rate Determination Date the Trustee is required but is
unable to determine the Reserve Interest Rate in the manner provided in the
preceding paragraph, LIBOR for the applicable Distribution Date will be LIBOR as
determined on the previous Rate Determination Date, or, in the case of the first
Rate Determination Date, [ ]%.

            The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Class A Pass-Through
Rates of the LIBOR Certificates for the related Distribution Date to Beneficial
Owners or Holders of LIBOR Certificates who place a telephone call to the
Trustee at [ ] and make a request therefor during normal working hours on any
Business Day.


                                     IV-15
<PAGE>


                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates.

            (a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-R
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class (other than the Class A-R
Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, A-R, A-PO, B-1,
B-2, B-3, B-4, B-5, B-6 and C (reverse side of Certificates) hereto. On original
issue the Certificates shall be executed and delivered by the Trustee to or upon
the order of the Depositor upon receipt by the Trustee or the Custodian of the
documents specified in Section 2.01(a). The aggregate principal portion
evidenced by the Class A and Class B Certificates shall be the sum of the
amounts specifically set forth in the respective Certificates. The Certificates
shall be executed by manual or facsimile signature on behalf of the Trustee by
any Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trustee, or unless there appears on such Certificate
a certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.

            Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:

            "Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Depositor or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."

            (b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Depositor or to, and deposited with the Certificate Custodian, on behalf of
The Depository Trust Company, if directed to do so pursuant instructions from
The Depository Trust Company. Such Certificates shall initially be registered


                                      V-1
<PAGE>


in the Certificate Register in the name of the nominee of the initial Clearing
Agency, and no Beneficial Owner will receive a definitive certificate
representing such Beneficial Owner's interest in the Book-Entry Certificates,
except as provided in Section 5.07. Unless and until definitive, fully
registered certificates ("Definitive Certificates") have been issued to
Beneficial Owners pursuant to Section 5.07:

            (i) the provisions of this Section 5.01(b) shall be in full force
      and effect;

            (ii) the Depositor, the Master Servicer, the Certificate Registrar
      and the Trustee may deal with the Clearing Agency for all purposes
      (including the making of distributions on the Book-Entry Certificates and
      the taking of actions by the Holders of Book-Entry Certificates) as the
      authorized representative of the Beneficial Owners;

            (iii) to the extent that the provisions of this Section 5.01(b)
      conflict with any other provisions of this Agreement, the provisions of
      this Section 5.01(b) shall control;

            (iv) the rights of Beneficial Owners shall be exercised only through
      the Clearing Agency and shall be limited to those established by law, the
      rules, regulations and procedures of the Clearing Agency and agreements
      between such Beneficial Owners and the Clearing Agency and/or the Clearing
      Agency Participants, and all references in this Agreement to actions by
      Certificateholders shall, with respect to the Book-Entry Certificates,
      refer to actions taken by the Clearing Agency upon instructions from the
      Clearing Agency Participants, and all references in this Agreement to
      distributions, notices, reports and statements to Certificateholders
      shall, with respect to the Book-Entry Certificates, refer to
      distributions, notices, reports and statements to the Clearing Agency or
      its nominee, as registered holder of the Book-Entry Certificates, as the
      case may be, for distribution to Beneficial Owners in accordance with the
      procedures of the Clearing Agency; and

            (v) the initial Clearing Agency will make book-entry transfers among
      the Clearing Agency Participants and receive and transmit distributions of
      principal and interest on the Certificates to the Clearing Agency
      Participants, for distribution by such Clearing Agency Participants to the
      Beneficial Owners or their nominees.

            For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.

            Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the Distribution Date
Statements shall be available to Beneficial Owners upon written request to the
Trustee at the Corporate Trust Office.

            Section 5.02 Registration of Certificates.

            (a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the


                                      V-2
<PAGE>


registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee shall act as, or shall appoint, a Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided.

            Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.

            At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.

            No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

            All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.

            (b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the 1933 Act, as amended,
and any applicable State securities laws are complied with, or such transfer is
exempt from the registration requirements under said Act and laws. In the event
that a transfer is to be made in reliance upon an exemption from said Act or
laws, (i) unless such transfer is made in reliance on Rule 144A, the Trustee or
the Depositor may, if such transfer is to be made within three years after the
later of (a) the date of the initial sale of Certificates or (b) the last date
on which the Depositor or any affiliate thereof was a Holder of the Certificates
proposed to be transferred, require a Class B-4, Class B-5 or Class B-6
Certificateholder to deliver a written Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee and the Depositor, to the effect
that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Depositor or the Master Servicer, and (ii) the
Trustee shall require the transferee (other than an affiliate of the Depositor
on the Closing Date) to execute an investment letter in the form of Exhibit J
hereto certifying to the Depositor and the Trustee the facts surrounding such
transfer, which investment letter shall not be an expense of


                                      V-3
<PAGE>


the Trustee, the Depositor or the Master Servicer. The Holder of a Class B-4,
Class B-5 or Class B-6 Certificate desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer
and any Paying Agent acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws. Neither the Depositor nor the Trustee is under an
obligation to register the Class B-4, Class B-5 or Class B-6 Certificates under
said Act or any other securities law.

            (c) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the Trustee and the Depositor shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, to
the effect that either (a) such transferee is not an employee benefit plan or
other retirement arrangement subject to Title I of ERISA or Code Section 4975,
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Trustee, the
Depositor or the Master Servicer or (b) if such transferee is an insurance
company, (A) the source of funds used to purchase the Class B-4, Class B-5 or
Class B-6 Certificate is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect
to which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B-4, Class B-5 or Class B-6 Certificate is covered by
Sections I and III of PTE 95-60 or (ii) in the case of any such Class B
Certificate presented for registration in the name of a Plan, or a trustee of
any such Plan, (A) an Opinion of Counsel satisfactory to the Trustee and the
Depositor to the effect that the purchase or holding of such Class B-4, Class
B-5 or Class B-6 Certificate will not constitute or result in a non-exempt
prohibited transaction within the meaning of ERISA, Section 4975 of the Code or
Similar Law and will not subject the Trustee, the Depositor or the Master
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Depositor
or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Depositor or the Master Servicer may require
in connection with such transfer, which opinions of counsel, officers'
certificates and agreements shall not be an expense of the Trustee, the
Depositor or the Master Servicer. The Class B-4, Class B-5 and Class B-6
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.

            (d) No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the


                                      V-4
<PAGE>


United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class A-R Certificate in connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or middleman), an
ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the
Certificate Registrar nor the Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due (iv) the transferee will not cause income from the
Class A-R Certificate to be attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of such
transferee or any other Person, and (v) the transferee will not transfer the
Class A-R Certificate to any Person who does not provide an affidavit
substantially in the form attached as Exhibit H hereto.

            The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.

            Upon actual knowledge of a Master Servicing Officer or a Responsible
Officer of the Trustee that any legal or beneficial interest in any portion of
the Class A-R Certificate has been transferred, directly or indirectly, to a
disqualified organization or agent thereof (including a broker, nominee, or
middleman) in contravention of the foregoing restrictions, (i) such transferee
shall be deemed to hold the Class A-R Certificate in constructive trust for the
last transferor who was not a disqualified organization or agent thereof, and
such transferor shall be


                                      V-5
<PAGE>


restored as the owner of such Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.

            Section 5.04 Persons Deemed Owners.

            Prior to the due presentation of a Certificate for registration of
transfer, the Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Depositor, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar shall be affected by notice to the contrary.

            Section 5.05 Access to List of Certificateholders' Names and
Addresses.

            (a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may


                                      V-6
<PAGE>


reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

            (b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.

            (c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Depositor, the Master Servicer, the Certificate Registrar and
the Trustee that neither the Depositor, the Master Servicer, the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names, addresses and Percentage Interests of
the Certificateholders hereunder, regardless of the source from which such
information was delivered.

            Section 5.06 Maintenance of Office or Agency.

            The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.

            Section 5.07 Definitive Certificates.

            If (A) the Clearing Agency advises the Trustee in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Depositor is unable to locate a qualified successor, the Trustee shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Depositor, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Depositor shall
arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Except with the consent of the Depositor, the Trustee
shall not execute and authenticate Definitive Certificates in exchange for
Book-Entry Certificates except as set forth above. Neither the Depositor, the
Master Servicer nor the Trustee shall be liable for any delay in delivery of
such instructions by the Clearing Agency and may conclusively rely on, and shall
be protected in relying on, such instructions.


                                      V-7
<PAGE>


            Section 5.08 Notices to Clearing Agency.

            Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.


                                      V-8
<PAGE>


                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

            Section 6.01 Liability of the Depositor and the Master Servicer.

            The Depositor and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Depositor and the Master
Servicer.

            Section 6.02 Merger or Consolidation of the Depositor or the Master
Servicer.

            Subject to the following paragraph (a) the Depositor will keep in
full effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation, and will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement and (b) the Master
Servicer will keep in full effect its power and authority as a national banking
association under the laws of the jurisdiction of its organization, and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

            The Depositor or the Master Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor or Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or Master Servicer, shall be the
successor of the Depositor or Master 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; provided, however,
that, in the case of the Master Servicer, any such successor or resulting Person
shall (a) have a net worth of not less than $15,000,000 and be qualified to
service mortgage loans for Fannie Mae or Freddie Mac and (b) the Master Servicer
and such successor or surviving Person shall notify the Depositor and the
Trustee of any such merger, conversion or consolidation at least two Business
Days prior to the effective date thereof and shall provide the Depositor and the
Trustee with all information required by the Depositor to comply with its
reporting obligations not later than the effective date of such merger,
conversion or consolidation.

            Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others.

            Neither the Depositor nor the Master Servicer nor any subcontractor
nor any of the directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action


                                      VI-1
<PAGE>


taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect any such Person against any breach of warranties or
representations made herein or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Depositor, the Master Servicer, any subcontractor, and any
director, officer, employee or agent of any of them shall be entitled to
indemnification by the Trust Estate and will be held harmless against any loss,
liability or expense incurred in connection with the performance of their duties
and obligations, the exercise of their rights or any legal action (including but
not limited to, costs and expenses of litigation, and of investigation,
attorney's fees, damages, judgments and amounts paid in settlement) under this
Agreement, the Certificates or the Mortgage Loans (except for amounts due by the
Depositor in connection with the breach of a representation or warranty covering
the Mortgage Loans), including, in the case of the Master Servicer, any
indemnity amounts paid by the Master Servicer to a Servicer pursuant to the
applicable Servicing Agreement, other than any loss, liability or expense
(including without limitation, expenses payable by the Master Servicer under
Section 8.06) incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of his or its duties hereunder or by reason of
reckless disregard of his or its obligations and duties hereunder. The
Depositor, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Depositor nor the Master Servicer shall be under
any obligation to appear in, prosecute or defend any legal action unless such
action is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Depositor or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Depositor or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Depositor or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A Certificates and Class B Certificates in the
same manner as Realized Losses are allocated pursuant to Section 4.02(a).

            Section 6.04 Resignation of the Master Servicer.

            The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment of a successor master servicer
and receipt by the Trustee of a letter from each Rating Agency that such a
resignation and appointment will not result in a downgrading of the rating of
any of the Certificates, (b) upon determination that its duties hereunder are no
longer permissible under applicable law, or (c) pursuant to Section 6.06. Any
such determination under clause (b) permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation shall become effective until the Trustee or a
successor master servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities and obligations hereunder.


                                      VI-2
<PAGE>


            Section 6.05 Compensation to the Master Servicer.

            The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account invested in
accordance with Section 3.01(c), any investment income on funds on deposit in
the Payment Account invested in accordance with Section 4.03(a) and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.

            Section 6.06 Assignment or Delegation of Duties by Master Servicer.

            (a) The Master Servicer shall not assign or transfer any of its
rights, benefits or privileges under this Agreement to any other Person, or
delegate to or subcontract with, or authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer without the prior written consent of the Trustee, and any
agreement, instrument or act purporting to effect any such assignment, transfer,
delegation or appointment shall be void. Notwithstanding the foregoing, the
Master Servicer shall have the right without the prior written consent of the
Trustee (i) to assign its rights and delegate its duties and obligations
hereunder; provided, however, that (a) the purchaser or transferee accepting
such assignment or delegation is qualified to service mortgage loans for Fannie
Mae or Freddie Mac, is satisfactory to the Trustee, in the exercise of its
reasonable judgment, and executes and delivers to the Trustee an agreement, in
form and substance reasonably satisfactory to the Trustee, which contains an
assumption by such purchaser or transferee of the due and punctual performance
and observance of each covenant and condition to be performed or observed by the
Master Servicer hereunder from and after the date of such agreement; and (b)
each applicable Rating Agency's rating of any Certificates in effect immediately
prior to such assignment, sale or transfer is not reasonably likely to be
qualified, downgraded or withdrawn as a result of such assignment, sale or
transfer and the Certificates are not reasonably likely to be placed on credit
review status by any such Rating Agency; and (ii) to delegate to, subcontract
with, authorize, or appoint an affiliate of the Master Servicer to perform and
carry out any duties, covenants or obligations to be performed and carried out
by the Master Servicer under this Agreement and hereby agrees so to delegate,
subcontract, authorize or appoint to an affiliate of the Master Servicer any
duties, covenants or obligations to be performed and carried out by the Master
Servicer to the extent that such duties, covenants or obligations are to be
performed in any state or states in which the Master Servicer is not authorized
to do business as a foreign corporation but in which the affiliate is so
authorized. In no case, however, shall any permitted assignment and delegation
relieve the Master Servicer of any liability to the Trustee or the Depositor
under this Agreement, incurred by it prior to the time that the conditions
contained in clause (i) above are met.

            (b) Notwithstanding anything contained herein to the contrary, to
the extent the Master Servicer engages any affiliate or third party vendor, in
connection with the performance of any of its duties under this Agreement, the
Master Servicer shall immediately notify the Depositor in writing of such
engagement (to the extent it has not already notified the Depositor pursuant to
clause (a) above). To the extent the Depositor notifies the Master Servicer that
it has determined that such affiliates or third party vendors are participating
in the servicing


                                      VI-3
<PAGE>


function with respect to the Mortgage Loans, within the meaning of Item 1122 of
Regulation AB, the Master Servicer shall cause such affiliates or third party
vendors to prepare a separate assessment and attestation report, as contemplated
by Section 3.11 of this Agreement and deliver such report to the Master Servicer
as set forth in Section 3.12 of this Agreement. In addition, to the extent the
Depositor notifies the Master Servicer that it has determined that any such
affiliate or third party vendor would be a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i) through (iii)
of Regulation AB, the Master Servicer shall cause such affiliate or third party
vendor to prepare a separate compliance statement as contemplated by Section
3.05(b) of this Agreement and deliver such statement to the Master Servicer as
set forth in Section 3.12 of this Agreement. In addition, if the Depositor
determines any such affiliate or third party vendor would be a "servicer" within
the meaning of Item 1101 of Regulation AB, the Master Servicer shall cause such
affiliate or third party vendor to provide the Master Servicer, the Depositor
and the Trustee the information required by Section 1108(b) and 1108(c) of
Regulation AB within two Business Days following such engagement.

            Section 6.07 Indemnification of Trustee and Depositor by Master
Servicer.

            The Master Servicer shall indemnify and hold harmless the Trustee
and the Depositor and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Depositor shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.


                                      VI-4
<PAGE>


                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default.

            In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:

            (i) any failure by the Master Servicer to remit any funds to the
      Paying Agent as required by Section 4.03 continues unremedied for a period
      of three business days after the date upon which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Master Servicer by the Trustee or to the Master Servicer and the Trustee
      by the holders of Certificates evidencing in the aggregate not less than
      25% of the aggregate Voting Interest represented by all Certificates;

            (ii) any failure on the part of the Master Servicer duly to observe
      or perform in any material respect any other of the covenants or
      agreements on the part of the Master Servicer in the Certificates or in
      this Agreement which continues unremedied for a period of 60 days or [ten]
      days (in the case of the failure by the Master Servicer to observe or
      perform any of its covenants under Sections 6.06(b), 3.05(b), 3.11, 3.12
      or 6.02 of this Agreement) after the date on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Master Servicer by the Trustee, or to the Master Servicer and the Trustee
      by the holders of Certificates evidencing in the aggregate not less than
      25% of the aggregate Voting Interest represented by all Certificates;

            (iii) a decree or order of a court or agency or supervisory
      authority having jurisdiction in the premises for the appointment of a
      trustee, conservator, receiver or liquidator in any bankruptcy,
      insolvency, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs,
      shall have been entered against the Master Servicer and such decree or
      order shall have remained in force undischarged and unstayed for a period
      of 60 days;

            (iv) the Master Servicer shall consent to the appointment of a
      trustee, conservator, receiver or liquidator or liquidating committee in
      any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
      liabilities, voluntary liquidation or similar proceedings of or relating
      to the Master Servicer, or of or relating to all or substantially all of
      its property;

            (v) the Master 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, bankruptcy or reorganization statute, make
      an assignment for the benefit of its creditors or voluntarily suspend
      payment of its obligations;

            (vi) the Master Servicer shall be dissolved, or shall dispose of all
      or substantially all of its assets; or consolidate with or merge into
      another entity or shall


                                     VII-1
<PAGE>


      permit another entity to consolidate or merge into it, such that the
      resulting entity does not meet the criteria for a successor servicer, as
      specified in Section 6.02 hereof; or

            (vii) the Master Servicer and any subservicer appointed by it
      becomes ineligible to service for both Fannie Mae and Freddie Mac, which
      ineligibility continues unremedied for a period of 90 days.

then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master 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 or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.

            Section 7.02 Other Remedies of Trustee.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.


                                     VII-2
<PAGE>


            Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default.

            During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.

            Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default.

            In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.

            Section 7.05 Trustee to Act; Appointment of Successor.

            When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other master servicing compensation as is agreed to at such time by
the Trustee and the Master Servicer, but in no event more than 25% thereof until
the date of final cessation of the Master Servicer's master servicing activities
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to so


                                     VII-3
<PAGE>


act, or shall, if it is unable to so act or to obtain a qualifying bid as
described below, appoint, or petition a court of competent jurisdiction to
appoint, any housing and home finance institution, bank or mortgage servicing
institution having a net worth of not less than $10,000,000 and meeting such
other standards for a successor master servicer as are set forth herein, as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, however, that until such a successor master servicer is appointed and
has assumed the responsibilities, duties and liabilities of the Master Servicer
hereunder, the Trustee shall continue as the successor to the Master Servicer as
provided above. Upon cessation of the Master Servicer's master servicing
activities hereunder, the Trustee or any other successor master servicer shall
be entitled to compensation not exceed the compensation specified in Section
6.05 hereof. In the event the Trustee is required to solicit bids as provided
above, the Trustee shall solicit, by public announcement, bids from housing and
home finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other master servicing
compensation in the form of late reporting fees or otherwise as provided in
Section 6.05. Within 30 days after any such public announcement, the Trustee
shall negotiate and effect the sale, transfer and assignment of the master
servicing rights and responsibilities hereunder to the qualified party
submitting the highest qualifying bid. The Trustee shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the master servicing rights and responsibilities hereunder from any sum received
by the Trustee from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trustee to the Master Servicer at the time of such sale,
transfer and assignment to the Master Servicer's successor. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. The Master Servicer agrees to
cooperate with the Trustee and any successor master servicer in effecting the
termination of the Master Servicer's servicing responsibilities and rights
hereunder and shall promptly provide the Trustee or such successor master
servicer, as applicable, all documents and records reasonably requested by it to
enable it to assume the Master Servicer's function hereunder and shall promptly
also transfer to the Trustee or such successor master servicer, as applicable,
all amounts which then have been or should have been deposited in the
Certificate Account by the Master Servicer or which are thereafter received by
the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor
any other successor master servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Master
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Master Servicer. Notwithstanding anything to the contrary contained in
Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of
its rights and responsibilities hereunder, and no successor (including the
Trustee) shall succeed thereto, if the assumption thereof by such successor
would cause the rating assigned to any Certificates to be revoked, downgraded or
placed on credit review status (other than for possible upgrading) by either
Rating Agency and the retention thereof by the Master Servicer would avert such
revocation, downgrading or review.


                                     VII-4
<PAGE>


            All costs associated with the appointment of a successor master
servicer, to the extent not deducted from any sum received by the Trustee from
the successor master servicer, shall be paid to the Person that incurred them by
the predecessor master servicer. Without limiting the predecessor master
servicer's obligation, if the predecessor master servicer fails to pay such
costs, such costs shall be reimbursed by the Trust.

            Section 7.06 Notification to Certificateholders.

            Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.


                                     VII-5
<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee.

            The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.

            The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.

            No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee, and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of holders of Certificates which evidence in
      the aggregate not less than 25% of the Voting Interest represented by all
      Certificates relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement; and

            (iii) The Trustee shall not be liable for any error of judgment made
      in good faith by any of its Responsible Officers, unless it shall be
      proved that the Trustee or such Responsible Officer, as the case may be,
      was negligent in ascertaining the pertinent facts.


                                     VIII-1
<PAGE>


            None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

            Section 8.02 Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (i) The Trustee may request and rely and shall be protected in
      acting or refraining from acting upon any resolution, Officers'
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      bond or other paper or document believed by it to be genuine and to have
      been signed or presented by the proper party or parties and the manner of
      obtaining consents and evidencing the authorization of the execution
      thereof shall be subject to such reasonable regulations as the Trustee may
      prescribe;

            (ii) The Trustee may consult with counsel, and any written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice
      or Opinion of Counsel;

            (iii) The Trustee shall not be personally liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (iv) Subject to Section 7.04, the Trustee shall not be accountable,
      shall have no liability and makes no representation as to any acts or
      omissions hereunder of the Master Servicer until such time as the Trustee
      may be required to act as Master Servicer pursuant to Section 7.05 and
      thereupon only for the acts or omissions of the Trustee as successor
      Master Servicer; and

            (v) The Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents or
      attorneys.

            Section 8.03 Trustee Not Required to Make Investigation.

            Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require


                                     VIII-2
<PAGE>


reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee shall be repaid by the Master
Servicer upon demand.

            Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.

            Section 8.05 Trustee May Own Certificates.

            The Trustee, and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Depositor, the Master Servicer or their
Affiliates.

            Section 8.06 The Master Servicer to Pay Fees and Expenses;
Limitation on Liability.

            The Master Servicer covenants and agrees to pay to the Trustee from
time to time, from its own funds, and the Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee.

            In addition, except as otherwise agreed upon in writing by the
Master Servicer and the Trustee, the Trust shall reimburse the Trustee for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement to the extent
permitted by Treasury Regulations Section 1.860G-1(b)(3), except for (i) any
such expense, disbursement or advance arising from the Trustee's gross
negligence, bad faith or willful misconduct and (ii) any routine ongoing
expenses incurred by the Trustee in the ordinary course of its duties as
Trustee, Certificate Registrar or Paying Agent hereunder or for any other
expenses.

            The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to indemnification by the Trust Estate and held
harmless against any loss, liability or expense (including reasonable attorney's
fees) (a) incurred in connection with any claim or legal action relating to (i)
this Agreement, (ii) the Certificates, or (iii) the performance of any of the


                                     VIII-3
<PAGE>


Trustee's duties under this Agreement, unless the loss, liability or expense was
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of any of the Trustee's duties under this Agreement and (b)
resulting from any tax or information return which was prepared by, or should
have been prepared by, the applicable Servicer or Master Servicer.

            Section 8.07 Eligibility Requirements.

            The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Depositor, organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.

            Section 8.08 Resignation and Removal.

            The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

            If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.


                                     VIII-4
<PAGE>


            The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Depositor, the Master Servicer or
any affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.

            Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.

            Section 8.09 Successor.

            Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all documents and
statements held by it hereunder, and the Depositor, the Master Servicer and the
predecessor entity shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.

            All costs associated with the appointment of a successor trustee
shall be paid to the Person that incurred them by the predecessor trustee.
Without limiting the predecessor trustee's obligation, if the predecessor
trustee fails to pay such costs, such costs shall be reimbursed by the Trust;
provided however, that if the predecessor trustee has been terminated pursuant
to the third paragraph of Section 8.08, all reasonable expenses incurred in
complying with this Section 8.09 shall be reimbursed by the Trust to the Person
that incurred them.

            No successor shall accept appointment as provided in this Section
unless at the time of such acceptance such successor shall be eligible under the
provisions of Section 8.07.

            Upon acceptance of appointment by a successor as provided in this
Section, the successor trustee shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at their addresses as shown in
the Certificate Register.

            Section 8.10 Merger or Consolidation.

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however,


                                     VIII-5
<PAGE>


that (i) such Person shall be eligible under the provisions of Section 8.07,
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, (ii)
the Trustee shall deliver an Opinion of Counsel to the Depositor and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the Trust Estate
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee and (iii) the Trustee and such successor or surviving
Person shall notify the Depositor and the Master Servicer of any such merger,
conversion or consolidation at least two Business Days prior to the effective
date thereof and shall provide the Depositor and the Master Servicer with all
information required by the Depositor to comply with its reporting obligations
not later than the effective date of such merger, conversion or consolidation.

            Section 8.11 Authenticating Agent.

            The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Depositor and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Depositor and the Master Servicer, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.

            Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Depositor and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Depositor and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Depositor, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.


                                     VIII-6
<PAGE>


            The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be payable by the
Master Servicer.

            Section 8.12 Separate Trustees and Co-Trustees.

            The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Depositor and the Master Servicer shall join in any
such appointment, but such joining shall not be necessary for the effectiveness
of such appointment.

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

            (i) all powers, duties, obligations and rights conferred upon the
      Trustee, in respect of the receipt, custody and payment of moneys shall be
      exercised solely by the Trustee;

            (ii) all other rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised
      or performed by the Trustee and such separate trustee or co-trustee
      jointly, except to the extent that under any law of any jurisdiction in
      which any particular act or acts are to be performed (whether as Trustee
      hereunder or as successor to the Master Servicer hereunder) the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which
      event such rights, powers, duties and obligations (including the holding
      of title to the Trust Estate or any portion thereof in any such
      jurisdiction) shall be exercised and performed by such separate trustee or
      co-trustee;

            (iii) no separate trustee or co-trustee hereunder shall be
      personally liable by reason of any act or omission of any other separate
      trustee or co-trustee hereunder; and

            (iv) the Trustee may at any time accept the resignation of or remove
      any separate trustee or co-trustee so appointed by it, if such resignation
      or removal does not violate the other terms of this Agreement.


                                     VIII-7
<PAGE>


            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.

            Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.

            No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.

            The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.

            The Master Servicer shall pay the reasonable compensation of the
co-trustees. Expenses will be reimbursable to the co-trustees to the extent, and
in accordance with the standards, specified in Section 8.06 hereof.

            Section 8.13 Tax Matters; Compliance with REMIC Provisions.

            (a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any other
action that would (i) affect the determination of the Trust Estate's status as a
REMIC; or (ii) cause the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on either the REMIC or the
Trust Estate. The Master Servicer, or, in the case of any tax return or other
action required by law to be performed directly by the Trustee, the Trustee,
shall (i) prepare or cause to be prepared, timely cause to be signed by the
Trustee and file or cause to be filed annual federal and applicable state and
local income tax returns for the REMIC using a calendar year as the taxable year
and the accrual method of accounting; (ii) in the first such federal tax return,
make, or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat the Trust Estate as a REMIC;
(iii) prepare, execute and forward, or cause to be prepared, executed and
forwarded, to the Certificateholders all information reports or tax returns
required with respect to the REMIC, as and when required to be provided to the
Certificateholders, and to the Internal Revenue Service and any other relevant
governmental taxing authority in accordance with the REMIC Provisions and any
other applicable federal, state or local laws, including without limitation
information reports relating to "original issue discount" and "market discount"


                                     VIII-8
<PAGE>


as defined in the Code based upon the issue prices, prepayment assumption and
cash flows provided by the Depositor to the Trustee and calculated on a monthly
basis by using the issue prices of the Certificates; (iv) make available
information necessary for the application of any tax imposed on transferors of
residual interests to "disqualified organizations" (as defined in the REMIC
Provisions); (v) file Form 8811 and apply for an Employee Identification Number
with a Form SS-4 or any other permissible method and respond to inquiries by
Certificateholders or their nominees concerning information returns, reports or
tax returns; (vi) maintain (or cause to be maintained by the Servicers) such
records relating to the REMIC, including but not limited to the income,
expenses, individual Mortgage Loans (including REO Mortgage Loans, other assets
and liabilities of the REMIC, and the fair market value and adjusted basis of
the property of the REMIC determined at such intervals as may be required by the
Code, as may be necessary to prepare the foregoing returns or information
reports; (vii) exercise reasonable care not to allow the creation of any
"interests" in the REMIC within the meaning of Code Section 860D(a)(2) other
than the interests in the REMIC represented by the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-R and
Class A-PO Certificates and the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates; (viii) exercise reasonable care not to
allow the occurrence of any "prohibited transactions" within the meaning of Code
Section 860F(a), unless the Master Servicer shall have provided an Opinion of
Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the REMIC or the Trust Estate to tax or (c)
cause the Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable
care not to allow the REMIC to receive income from the performance of services
or from assets not permitted under the REMIC Provisions to be held by a REMIC
and (x) pay (on behalf of the REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings). The
Master Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for
any taxes paid by it pursuant to clause (x) of the preceding sentence, except to
the extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the tax returns referred to in
clause (i) of the second preceding sentence.

            In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Depositor shall provide,
or cause to be provided, to the Master Servicer within ten days after the
Closing Date all information or data that the Master Servicer determines to be
relevant for tax purposes to the valuations and offering prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Depositor shall provide to the
Master Servicer or the Trustee, as the case may be, promptly upon request
therefor, any such additional information or data that the Master Servicer or
the Trustee, as the case may be, may from time to time request in order to
enable the Master Servicer to perform its duties as set forth above. The
Depositor hereby indemnifies the Master Servicer or the Trustee, as the case may
be, for any losses, liabilities, damages, claims or expenses of the


                                     VIII-9
<PAGE>


Master Servicer or the Trustee arising from any errors or miscalculations by the
Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Depositor and the
Trustee for any losses, liabilities, damages, claims or expenses of the
Depositor or the Trustee arising from the Master Servicer's willful misfeasance,
bad faith or gross negligence in preparing any of the federal, state and local
tax returns of the REMIC as described above. In the event that the Trustee
prepares any of the federal, state and local tax returns of the REMIC as
described above, the Trustee hereby indemnifies the Depositor and the Master
Servicer for any losses, liabilities, damages, claims or expenses of the
Depositor or the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.

            (b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.13.

            The Holder of the Class A-R Certificate is hereby designated as the
"tax matters person" for the REMIC within the meaning of Treasury Regulations
Section 1.860F- 4(d). The "tax matters person" shall have the same duties with
respect to the REMIC as those of a "tax matters partner" under Subchapter C of
Chapter 63 of Subtitle F of the Code. By its acceptance of the Class A-R
Certificate, such Holder irrevocably appoints the Master Servicer (and the
Master Servicer hereby agrees to act) as agent to perform all of the duties of
the "tax matters person."

            Section 8.14 Monthly Advances.

            In the event that Wells Fargo Bank in its capacity as Servicer fails
to make a Periodic Advance required to be made pursuant to the Wells Fargo Bank
Servicing Agreement on or before the Distribution Date, the Trustee shall make a
Periodic Advance as required by Section 3.03 hereof; provided, however, the
Trustee shall not be required to make such Periodic Advances if prohibited by
law or if it determines that such Periodic Advance would be a Nonrecoverable
Advance. With respect to those Periodic Advances which should have been made by
Wells Fargo Bank, the Trustee shall be entitled, pursuant to Section 3.02(a)(i),
(ii) or (v) hereof, to be reimbursed from the Certificate Account for Periodic
Advances and Nonrecoverable Advances made by it.



                                    VIII-10
<PAGE>


                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination upon Purchase by the Depositor or
Liquidation of All Mortgage Loans.

            Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.13 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Depositor of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, (y) the fair market value of
the Mortgaged Property related to any REO Mortgage Loan, plus any accrued and
unpaid interest through the last day of the month preceding the month of such
purchase at the applicable Mortgage Interest Rate less any Fixed Retained Yield
on each Mortgage Loan (including any REO Mortgage Loan) and (z) any
Reimbursement Amount owed to the Trust pursuant to Section 2.03 and (ii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Estate (including for this purpose the
discharge of any Mortgagor under a defaulted Mortgage Loan on which a Servicer
is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

            The right of the Depositor to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph is subject to Section
9.02 and conditioned upon (A) the Pool Scheduled Principal Balance of the
Mortgage Loans as of the Final Distribution Date being less than the amount set
forth in Section 11.20 and (B) the sum of clause (i)(x) and (y) of the preceding
paragraph being less than or equal to the aggregate fair market value of the
Mortgage Loans (other than any REO Mortgage Loans) and the Mortgaged Properties
related to the REO Mortgage Loans; provided, however, that this clause (B) shall
not apply to any purchase by the Depositor if, at the time of the purchase, the
Depositor is no longer subject to regulation by the Office of the Comptroller of
the Currency, the FDIC, the Federal Reserve or the Office of Thrift Supervision.
Fair market value for purposes of this paragraph and the preceding paragraph
will be determined by the Master Servicer as of the close of business on the
third Business Day next preceding the date upon which notice of any termination
is furnished to Certificateholders pursuant to the third paragraph of this
Section 9.01. In the case of any purchase by the Depositor pursuant to said
clause (i) of the preceding paragraph, the Depositor shall give the Trustee and
Master Servicer notice of its intent to purchase the assets of the Trust by the
fifth day of the month of the Final Distribution Date or such later date as
shall be acceptable to the Trustee and


                                      IX-1
<PAGE>


Master Servicer. The Depositor or Master Servicer shall in such case provide to
the Trustee the confirmation of deposit of the purchase price required by
Section 3.04 and the Trustee or the Custodian shall, promptly following payment
of the purchase price and upon receipt from the Master Servicer of a Request for
Release, release to the Depositor the Owner Mortgage Loan Files and Retained
Mortgage Loan Files, if applicable, pertaining to the Mortgage Loans being
purchased.

            Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to Certificateholders mailed not earlier than the 15th day
of the month preceding the month of such final distribution and not later than
the twentieth day of the month of such final distribution specifying (A) the
Final Distribution Date upon which final payment of the Certificates will be
made upon presentation and surrender of Certificates at the office or agency of
the Trustee therein designated, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date) pursuant to Section 4.01 only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. If the Depositor is exercising its right to purchase,
the Depositor shall deposit in the Certificate Account on or before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Estate computed as above provided. Failure to
give notice of termination as described herein shall not entitle a
Certificateholder to any interest beyond the interest payable on the Final
Distribution Date.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i) and (ii) above and payment to the Master
Servicer of any amounts it is entitled as reimbursement or otherwise hereunder.
Notwithstanding the foregoing, if the price paid pursuant to clause (i) of the
first paragraph of this Section 9.01, after reimbursement to the Servicers, the
Master Servicer and the Trustee of any Periodic Advances, is insufficient to pay
in full the amounts set forth in clauses (i), (ii) and (iii) of this paragraph,
then any shortfall in the amount available for distribution to
Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(a) hereof. Such distribution on
the Final Distribution Date shall be in lieu of the distribution otherwise
required to be made on such Distribution Date in respect of each Class of
Certificates.

            In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the


                                      IX-2
<PAGE>


Trustee shall on such date cause all funds, if any, in the Certificate Account
not distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing such
funds in a separate escrow account for the benefit of such Certificateholders.
The Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within three months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Trustee may take appropriate steps, or may appoint an agent to
take appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds on deposit in such escrow account.

            Section 9.02 Additional Termination Requirements.

            In the event of a termination of the Trust Estate upon the exercise
by the Depositor of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

            (i) The notice given by the Trustee under Section 9.01 shall provide
      that such notice constitutes the adoption of a plan of complete
      liquidation of the REMIC as of the date of such notice (or, if earlier,
      the date on which the first such notice is mailed to Certificateholders).
      The Master Servicer shall also specify such date in a statement attached
      to the final tax returns of the REMIC; and

            (ii) At or after the time of adoption of such a plan of complete
      liquidation and at or prior to the Final Distribution Date, the Trustee,
      shall sell all of the assets of the Trust Estate to the Depositor for cash
      at the purchase price specified in Section 9.01 and shall distribute such
      cash within 90 days of such adoption in the manner specified in Section
      9.01.


                                      IX-3
<PAGE>


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment.

            (a) This Agreement or the Custodial Agreement may be amended from
time to time by the Depositor, the Master Servicer and the Trustee without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein or in the related
Prospectus, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust Estate
as a REMIC at all times that any Certificates are outstanding or to avoid or
minimize the risk of the imposition of any federal tax on the Trust Estate or
the REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Certificate Account provided that such
change shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (v) to modify,
eliminate or add to the provisions of Section 5.02 or any other provisions
hereof restricting transfer of the Certificates, provided that the Depositor for
purposes of Section 5.02 has determined in its sole discretion that any such
modifications to this Agreement will neither adversely affect the rating on the
Certificates nor give rise to a risk that the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee, (vi) to make certain provisions with respect to the
denominations of, and the manner of payments on, certain Classes of Certificates
initially retained by the Depositor or an affiliate of the Depositor and (vii)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, any amendment pursuant to clause (iv) or (vii) shall not be deemed to
adversely affect in any material respect the interest of Certificateholders and
no Opinion of Counsel to that effect shall be required if the person requesting
the amendment instead obtains a letter from each Rating Agency stating that the
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.

            This Agreement or the Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66-2/3% of the aggregate Voting Interests of each Class of Certificates affected
thereby, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed


                                      X-1
<PAGE>


on any Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.

            Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

            Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.

            It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (b) [Reserved]

            Section 10.02 Recordation of Agreement.

            This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

            Section 10.03 Limitation on Rights of Certificateholders.

            The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.


                                      X-2
<PAGE>


            Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

            No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

            Section 10.04 Governing Law; Jurisdiction.

            This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

            Section 10.05 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 or registered mail, return receipt requested (i) in the
case of the Depositor, to Wells Fargo Asset Securities Corporation, 7430 New
Technology Way, Frederick, Maryland 21703, Attention: Vice President, Structured
Finance or such other address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Depositor, (ii) in the case of the
Master Servicer, to Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: Vice President or such other address as may
hereafter be furnished to the Depositor and


                                      X-3
<PAGE>


the Trustee in writing by the Master Servicer and (iii) in the case of the
Trustee, to the Corporate Trust Office, or such other address as may hereafter
be furnished to the Depositor and the Master Servicer in writing by the Trustee,
in each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice; provided, however, that any demand, notice
or communication to or upon the Depositor, the Master Servicer or the Trustee
shall not be effective until received.

            For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.

            Section 10.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 10.07 Special Notices to Rating Agencies.

            (a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:

            (i) any amendment to this Agreement pursuant to Section 10.01(a);

            (ii) any sale or transfer of the Class B Certificates pursuant to
      Section 5.02 to an affiliate of the Depositor;

            (iii) any assignment by the Master Servicer of its rights and
      delegation of its duties pursuant to Section 6.06;

            (iv) any resignation of the Master Servicer pursuant to Section
      6.04;

            (v) the occurrence of any of the Events of Default described in
      Section 7.01;

            (vi) any notice of termination given to the Master Servicer pursuant
      to Section 7.01;

            (vii) the appointment of any successor to the Master Servicer
      pursuant to Section 7.05; or

            (viii) the making of a final payment pursuant to Section 9.01.

            (b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:


                                      X-4
<PAGE>


            (i) the resignation of the Custodian or the appointment of a
      successor Custodian pursuant to the Custodial Agreement;

            (ii) the resignation or removal of the Trustee pursuant to Section
      8.08;

            (iii) the appointment of a successor trustee pursuant to Section
      8.09; or

            (iv) the sale, transfer or other disposition in a single transaction
      of 50% or more of the equity interests in the Master Servicer.

            (c) The Master Servicer shall deliver to each Rating Agency:

            (i) reports prepared pursuant to Section 3.05; and

            (ii) the Distribution Date Statements.

            Section 10.08 Covenant of Depositor.

            The Depositor shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.

            Section 10.09 Recharacterization.

            The Parties intend the conveyance by the Depositor to the Trustee of
all of its right, title and interest in and to the Trust Estate pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Depositor shall be deemed
to have granted to the Trustee a first priority security interest in all of the
Depositor's right, title and interest in and to the Trust Estate.

            Section 10.10 Insolvency.

            The Master Servicer, Depositor and Trustee shall each notify the
Depositor and the Trustee of any of the events enumerated in Item 1.03 of Form
8-K with respect to any of the Master Servicer, Depositor or Trustee at least
two Business Days prior to the effective date thereof and shall provide the
Depositor and the Trustee with all information required by the Depositor to
comply with its reporting obligation under Item 1.03 of Form 8-K not later than
the effective date of any such event.


                                      X-5
<PAGE>


                                   ARTICLE XI

                             TERMS FOR CERTIFICATES

            Section 11.01 Cut-Off Date.

            The Cut-Off Date for the Certificates is [ ].

            Section 11.02 Cut-Off Date Aggregate Principal Balance.

            The Cut-Off Date Aggregate Principal Balance is $[ ].

            Section 11.03 Original Class A Percentage.

            The Original Class A Percentage is [ ]%.

            Section 11.04 Original Principal Balances of the Classes of Class A
Certificates.

            As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:

                                                 Original
                       Class                Principal Balance
                       -----                -----------------

              Class A-1                       $[          ]
              Class A-2                       $[          ]
              Class A-3                       $[          ]
              Class A-4                       $[          ]
              Class A-5                       $[          ]
              Class A-6                       $[          ]
              Class A-7                       $[          ]
              Class A-8                       $[          ]
              Class A-9                       $[          ]
              Class A-10                      $[          ]
              Class A-11                      $[          ]
              Class A-12                      $[          ]
              Class A-13                      $[          ]
              Class A-14                      $[          ]
              Class A-15                      $[          ]
              Class A-PO                      $[          ]
              Class A-R                       $[          ]

            Section 11.05 Original Aggregate Non-PO Principal Balance.

            The Original Aggregate Non-PO Principal Balance is $[ ].


                                      XI-1
<PAGE>


            Section 11.06 Original Class B Principal Balance.

            The Original Class B Principal Balance is $[ ].

            Section 11.07 Original Principal Balances of the Classes of Class B
Certificates.

            As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:

                                              Original
                         Class            Principal Balance

                       Class B-1            $[          ]
                       Class B-2            $[          ]
                       Class B-3            $[          ]
                       Class B-4            $[          ]
                       Class B-5            $[          ]
                       Class B-6            $[          ]

            Section 11.08 Original Class B-1 Fractional Interest.

            The Original Class B-1 Fractional Interest is [ ]%.

            Section 11.09 Original Class B-2 Fractional Interest.

            The Original Class B-2 Fractional Interest is [ ]%.

            Section 11.10 Original Class B-3 Fractional Interest.

            The Original Class B-3 Fractional Interest is [ ]%.

            Section 11.11 Original Class B-4 Fractional Interest.

            The Original Class B-4 Fractional Interest is [ ]%.

            Section 11.12 Original Class B-5 Fractional Interest.

            The Original Class B-5 Fractional Interest is [ ]%.

            Section 11.13 Original Class B-1 Percentage.

            The Original Class B-1 Percentage is [ ]%.

            Section 11.14 Original Class B-2 Percentage.

            The Original Class B-2 Percentage is [ ]%.


                                      XI-2
<PAGE>


            Section 11.15 Original Class B-3 Percentage.

            The Original Class B-3 Percentage is [ ]%.

            Section 11.16 Original Class B-4 Percentage.

            The Original Class B-4 Percentage is [ ]%.

            Section 11.17 Original Class B-5 Percentage.

            The Original Class B-5 Percentage is [ ]%.

            Section 11.18 Original Class B-6 Percentage.

            The Original Class B-6 Percentage is [ ]%.

            Section 11.19 Closing Date.

            The Closing Date is [ ], 20 .

            Section 11.20 Right to Purchase.

            The right of the Depositor to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the aggregate
Scheduled Principal Balance of the Mortgage Loans being less than $[ ] (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.

            Section 11.21 Wire Transfer Eligibility.

            With respect to the Class A Certificates (other than the Class A-R
Certificate) and the Class B Certificates, the minimum Denomination eligible for
wire transfer on each Distribution Date is $100,000. The Class A-R Certificate
is not eligible for wire transfer.

            Section 11.22 Single Certificate.

            A Single Certificate for the Class A Certificates (other than the
Class A-PO, Class A-1, Class A-6, Class A-8, Class A-9, Class A-14, Class A-15
and Class A-R Certificates) represents a $25,000 Denomination. A Single
Certificate for the Class A-PO, Class A-1, Class A-6, Class A-8, Class A-9,
Class A-14, Class A-15, Class B-1, Class B-2 and Class B-3 Certificates
represents a $100,000 Denomination. A Single Certificate for the Class A-R
Certificate represents a $100 Denomination. A Single Certificate for the Class
B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination.

            Section 11.23 Servicing Fee Rate.


                                      XI-3
<PAGE>


            The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.

            Section 11.24 Master Servicing Fee Rate.

            The rate used to calculate the Master Servicing Fee for each
Mortgage Loan shall be [ ]% per annum.



                                      XI-4
<PAGE>


            IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.

                                       WELLS FARGO ASSET SECURITIES
                                          CORPORATION
                                            as Depositor

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

                                       WELLS FARGO BANK, N.A.
                                            as Master Servicer

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

                                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                          as Trustee

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


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


<PAGE>


STATE OF                )
                        ss.:
COUNTY OF               )

            On this th day of [ ], 20 , before me, a notary public in and for
the State of [ ], personally appeared [ ], known to me who, being by me duly
sworn, did depose and say that he resides at [ ]; that he is a [ ] of Wells
Fargo Asset Securities Corporation, a Delaware corporation, one of the parties
that executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.



--------------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>


STATE OF                )
                        ss.:
COUNTY OF               )

            On this th day of [ ], 20 , before me, a notary public in and for
the State of [ ], personally appeared [ ], known to me who, being by me duly
sworn, did depose and say that she resides in [ ]; that she is a [ ] of Wells
Fargo Bank, N.A., a national banking association, one of the parties that
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of said association.



-------------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>


STATE OF                      )
                              ss.:
COUNTY OF                     )

            On this th day of [ ], 20 , before me, a notary public in and for
the State of [ ], personally appeared [ ], known to me who, being by me duly
sworn, did depose and say that s/he resides in [ ]; that s/he is a [ ] of
Wachovia Bank, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that s/he signed his/her
name thereto by order of the Board of Directors of said association.



<PAGE>


STATE OF                      )
                              ss.:
COUNTY OF                     )

            On this th day of [ ], 20 , before me, a notary public in and for
the State of [ ], personally appeared [ ], known to me who, being by me duly
sworn, did depose and say that s/he resides in [ ]; that s/he is a [ ] of
Wachovia Bank, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that s/he signed her/his
name thereto by order of the Board of Directors of said association.



--------------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>


                                   SCHEDULE I

                    Wells Fargo Asset Securities Corporation,
                 Mortgage Pass-Through Certificates, Series 20 -
                 Applicable Unscheduled Principal Receipt Period

                                     Full Unscheduled        Partial Unscheduled
Servicer                            Principal Receipts       Principal Receipts
--------                            ------------------       ------------------
Wells Fargo Bank (Exhibit F-1)           Mid-Month                Mid-Month


<PAGE>



                                   SCHEDULE II

                           Planned Principal Balances
              as Percentages of Initial Aggregate Principal Balance

                                   PAC I Group

                Percentage                                           Percentage
                    of                   Percentage of                   of
                 Initial                    Initial                   Initial
                Aggregate                Aggregate                   Aggregate
 Distribution   Principal   Distribution   Principal   Distribution  Principal
     Date        Balance        Date        Balance        Date       Balance
-------------- ----------- ------------- ------------ ------------- ------------










<PAGE>


                             SCHEDULE II (continued)

                           Planned Principal Balances
              as Percentages of Initial Aggregate Principal Balance

                                  PAC II Group

                Percentage                                           Percentage
                    of                   Percentage of                   of
                 Initial                    Initial                   Initial
                Aggregate                Aggregate                   Aggregate
 Distribution   Principal   Distribution   Principal   Distribution  Principal
     Date        Balance        Date        Balance        Date       Balance
-------------- ----------- ------------- ------------ ------------- ------------








<PAGE>


                                   EXHIBIT A-1
                     [FORM OF FACE OF CLASS A-1 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-1

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-1 Certificates
required to be distributed to Holders of the Class A-1 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate applicable with respect to the Distribution Date in [ ] will
be [ ]% per annum. Thereafter, the pass-through rate on the Class A-1
Certificates applicable to each Distribution Date will be an inverse floating
rate of interest determined as specified in the Agreement. The amount of
interest which accrues on this Certificate in any month will be subject to
reduction with respect to any Non-Supported Interest Shortfall, any Relief Act
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-1-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-1-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer


Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ---------------------------------
   Authorized Officer


                                      A-1-4
<PAGE>


                                   EXHIBIT A-2
                     [FORM OF FACE OF CLASS A-2 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                             SERIES 20 - , CLASS A-2

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-2 Certificates
required to be distributed to Holders of the Class A-2 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate applicable with respect to the Distribution Date in [ ] will
be [ ]% per annum. Thereafter, the pass-through rate on the Class A-2
Certificates applicable to each Distribution Date will be a floating rate of
interest determined as specified in the Agreement. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall, any Relief Act Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-2
Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-2-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



                                     A-2-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee


                                       By
                                          --------------------------------------
                                            Authorized Officer


Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ----------------------------------
   Authorized Officer


                                      A-2-4
<PAGE>


                                   EXHIBIT A-3
                     [FORM OF FACE OF CLASS A-3 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-3

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No.                        Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-3 Certificates
required to be distributed to Holders of the Class A-3 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-3 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-3 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-3-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-3-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ---------------------------------
   Authorized Officer


                                      A-3-4
<PAGE>


                                   EXHIBIT A-4
                     [FORM OF FACE OF CLASS A-4 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-4

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-4 Certificates
required to be distributed to Holders of the Class A-4 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-4 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-4 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-4-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-4-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ----------------------------------
   Authorized Officer


                                      A-4-4
<PAGE>


                                   EXHIBIT A-5
                     [FORM OF FACE OF CLASS A-5 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-5

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-5 Certificates
required to be distributed to Holders of the Class A-5 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate applicable with respect to the Distribution Date in [ ] will
be [ ]% per annum. Thereafter, the pass-through rate on the Class A-5
Certificates applicable to each Distribution Date will be a floating rate of
interest determined as specified in the Agreement. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall, any Relief Act Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-5
Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-5-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-5-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee


                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   --------------------------------
   Authorized Officer


                                      A-5-4
<PAGE>


                                   EXHIBIT A-6
                     [FORM OF FACE OF CLASS A-6 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-6

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-6 Certificates
required to be distributed to Holders of the Class A-6 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate applicable with respect to the Distribution Date in [ ] will
be [ ]% per annum. Thereafter, the pass-through rate on the Class A-6
Certificates applicable to each Distribution Date will be an inverse floating
rate of interest determined as specified in the Agreement. The amount of
interest which accrues on this Certificate in any month will be subject to
reduction with respect to any Non-Supported Interest Shortfall, any Relief Act
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-6-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-6-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
  -------------------------------------
   Authorized Officer


                                      A-6-4
<PAGE>


                                   EXHIBIT A-7
                     [FORM OF FACE OF CLASS A-7 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-7

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT, THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-7 Certificates
required to be distributed to Holders of the Class A-7 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement.
Prior to the applicable Accretion Termination Date, no distribution of interest
on this Certificate will be made. Prior to the applicable Accretion Termination
Date, interest otherwise available for distribution on this Certificate will be
added to the Principal Balance of the Class A-7 Certificates on each
Distribution Date. The pass-through rate on the Class A-7 Certificates
applicable to each Distribution Date will be [ ]% per annum. The amount of
interest which accrues on this Certificate in any month will be subject to
reduction with respect to any Non-Supported Interest Shortfall, any Relief Act
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-7-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-7-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ----------------------------------
   Authorized Officer


                                      A-7-4
<PAGE>


                                   EXHIBIT A-8
                     [FORM OF FACE OF CLASS A-8 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-8

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-8 Certificates
required to be distributed to Holders of the Class A-8 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-8 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-8 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-8-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-8-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          -----------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ----------------------------------
   Authorized Officer


                                      A-8-4
<PAGE>


                                   EXHIBIT A-9
                     [FORM OF FACE OF CLASS A-9 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-9

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT, THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-9 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-9 Certificates
required to be distributed to Holders of the Class A-9 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement.
Prior to the applicable Accretion Termination Date, no distribution of interest
on this Certificate will be made. Prior to the applicable Accretion Termination
Date, interest otherwise available for distribution on this Certificate will be
added to the Principal Balance of the Class A-9 Certificates on each
Distribution Date. The pass-through rate on the Class A-9 Certificates
applicable to each Distribution Date will be [ ]% per annum. The amount of
interest which accrues on this Certificate in any month will be subject to
reduction with respect to any Non-Supported Interest Shortfall, any Relief Act
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      A-9-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-9-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          -----------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ---------------------------------
   Authorized Officer


                                      A-9-4
<PAGE>


                                  EXHIBIT A-10
                    [FORM OF FACE OF CLASS A-10 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-10

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date: [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-10 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-10 Certificates
required to be distributed to Holders of the Class A-10 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-10 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-10 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-10-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-10-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ----------------------------------
   Authorized Officer


                                     A-10-3
<PAGE>


                                  EXHIBIT A-11
                    [FORM OF FACE OF CLASS A-11 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-11

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-11 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-11 Certificates
required to be distributed to Holders of the Class A-11 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-11 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-11 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-11-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-11-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   -----------------------------------
   Authorized Officer


                                     A-11-4
<PAGE>


                                  EXHIBIT A-12
                    [FORM OF FACE OF CLASS A-12 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-12

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-12 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-12 Certificates
required to be distributed to Holders of the Class A-12 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-12 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-12 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-12-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-12-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ---------------------------------
   Authorized Officer


                                     A-12-4
<PAGE>


                                  EXHIBIT A-13
                    [FORM OF FACE OF CLASS A-13 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-13

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-13 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-13 Certificates
required to be distributed to Holders of the Class A-13 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-13 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-13 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-13-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-13-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ------------------------------------
   Authorized Officer


                                     A-13-4
<PAGE>


                                  EXHIBIT A-14
                    [FORM OF FACE OF CLASS A-14 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-14

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS A-12 CERTIFICATES WILL BE BORNE BY THE
CLASS A-14 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]
Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-14 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-14 Certificates
required to be distributed to Holders of the Class A-14 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-14 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-14 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-14-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-14-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ---------------------------------
   Authorized Officer


                                     A-14-4
<PAGE>


                                  EXHIBIT A-15
                    [FORM OF FACE OF CLASS A-15 CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-15

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS A-3 CERTIFICATES WILL BE BORNE BY THE
CLASS A-15 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-15 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-15 Certificates
required to be distributed to Holders of the Class A-15 Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-15 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-15 Certificates, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-15-2
<PAGE>


            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-15-3
<PAGE>



            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee


                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ---------------------------------
   Authorized Officer


                                     A-15-4
<PAGE>


                                   EXHIBIT A-R
                     [FORM OF FACE OF CLASS A-R CERTIFICATE]

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND
THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), AN AGENT
(INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION
OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF THE
AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE AGREEMENT AS MAY BE
REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED
ORGANIZATIONS, AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.

THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-R

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]          Cut-Off Date:  [     ]
CUSIP No.: [     ]               First Distribution Date:  [     ]

                                 Denomination: $[     ]
Percentage Interest evidenced
by this Certificate:  [     ]%   Final Scheduled Maturity Date:  [     ]


                                      A-R-2
<PAGE>


            THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans
(the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-R Certificate
required to be distributed to the Holder of the Class A-R Certificate on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Classes
of Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-R Certificate applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall, any Relief Act Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-R Certificate, as
described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-R-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee


                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee


By
   ------------------------
      Authorized Officer


                                      A-R-4
<PAGE>


                                  EXHIBIT A-PO
                    [FORM OF FACE OF CLASS A-PO CERTIFICATE]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
     THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
   CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
    BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
                          CO., HAS AN INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS A-PO

                    evidencing an interest in a pool of fixed
                    interest rate, conventional, monthly pay,
                      fully amortizing, first lien, one- to
                 four-family residential mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Class A Distribution Amount for the Class A-PO Certificates
required to be distributed to Holders of the Class A-PO Certificates on such
Distribution Date, subject to adjustment in certain events as specified in the
Agreement. The Class A-PO Certificates are principal only Certificates and will
not be entitled to distributions in respect of interest.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-PO-2
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee


                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee


By
   ----------------------------------
   Authorized Officer


                                     A-PO-3
<PAGE>


                                   EXHIBIT B-1
                     [FORM OF FACE OF CLASS B-1 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS B-1

     evidencing an interest in a pool of fixed interest rate, conventional,
   monthly pay, fully amortizing, first lien, one- to four-family residential
                             mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates as
specified in the Agreement, any Class B-1 Distribution Amount required to be
distributed to Holders of the Class B-1 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-1 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and any Relief Act Shortfall allocated to the
Class B-1 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.


                                      B-1-2
<PAGE>



            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      B-1-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ----------------------------------
   Authorized Officer


                                      B-1-4
<PAGE>


                                   EXHIBIT B-2
                     [FORM OF FACE OF CLASS B-2 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS B-2

     evidencing an interest in a pool of fixed interest rate, conventional,
   monthly pay, fully amortizing, first lien, one- to four-family residential
                             mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date: [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-2 Distribution Amount required to be
distributed to Holders of the Class B-2 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-2 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and any Relief Act Shortfall allocated to the
Class B-2 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.


                                      B-2-2
<PAGE>


            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      B-2-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ---------------------------------
   Authorized Officer


                                      B-2-4
<PAGE>


                                  EXHIBIT B-3

                    [FORM OF FACE OF CLASS B-3 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS B-3

     evidencing an interest in a pool of fixed interest rate, conventional,
   monthly pay, fully amortizing, first lien, one- to four-family residential
                             mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.:  [     ]                    First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


<PAGE>


            THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-3 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if
any, with respect thereto, formed by Wells Fargo Asset Securities Corporation
(hereinafter called the "Seller," which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of [ ] (the "Agreement") among the
Seller, Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and
Wachovia Bank, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-3 Distribution Amount required to be
distributed to Holders of the Class B-3 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-3 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and any Relief Act Shortfall allocated to the
Class B-3 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.


                                      B-3-2
<PAGE>


            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      B-3-3
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By____________________________
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By ________________________
   Authorized Officer


                                      B-3-4
<PAGE>


                                   EXHIBIT B-4
                     [FORM OF FACE OF CLASS B-4 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS B-4

     evidencing an interest in a pool of fixed interest rate, conventional,
   monthly pay, fully amortizing, first lien, one- to four-family residential
                             mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


                                      B-4-2
<PAGE>


            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-4 Distribution Amount required to be
distributed to Holders of the Class B-4 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-4 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and any Relief Act Shortfall allocated to the
Class B-4 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933,


                                      B-4-3
<PAGE>


as amended, and of any applicable statute of any state. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Seller, the Master Servicer, and any Paying Agent acting on behalf
of the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      B-4-4
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   -----------------------------------
   Authorized Officer


                                      B-4-5
<PAGE>


                                   EXHIBIT B-5
                     [FORM OF FACE OF CLASS B-5 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS B-5

     evidencing an interest in a pool of fixed interest rate, conventional,
   monthly pay, fully amortizing, first lien, one- to four-family residential
                             mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


                                      B-5-2
<PAGE>


            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-5 Distribution Amount required to be
distributed to Holders of the Class B-5 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-5 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and any Relief Act Shortfall allocated to the
Class B-5 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933,


                                      B-5-3
<PAGE>


as amended, and of any applicable statute of any state. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Seller, the Master Servicer, and any Paying Agent acting on behalf
of the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      B-5-4
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   ------------------------------------
   Authorized Officer


                                     B-5-5
<PAGE>


                                   EXHIBIT B-6
                     [FORM OF FACE OF CLASS B-6 CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE AGREEMENT REFERRED TO HEREIN, THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT
DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON
BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS
SET FORTH IN THE AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."


<PAGE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                            SERIES 200 - , CLASS B-6

     evidencing an interest in a pool of fixed interest rate, conventional,
   monthly pay, fully amortizing, first lien, one- to four-family residential
                             mortgage loans sold by

                    WELLS FARGO ASSET SECURITIES CORPORATION
                (Not an interest in or obligation of the Seller)

            THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.

            DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.

Certificate No. [     ]                Cut-Off Date:  [     ]

CUSIP No.: [     ]                     First Distribution Date: [     ]

                                       Denomination:  $[     ]

Percentage Interest evidenced          Final Scheduled Maturity Date:  [     ]
by this Certificate: [     ]%


                                      B-6-2
<PAGE>


            THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans (the "Mortgage Loans"), other than the Fixed Retained Yield, if any, with
respect thereto, formed by Wells Fargo Asset Securities Corporation (hereinafter
called the "Seller," which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of [ ] (the "Agreement") among the Seller,
Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia
Bank, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and, subject to the prior rights of the Class A Certificates and
each Class of Class B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class B-6 Distribution Amount required to be
distributed to Holders of the Class B-6 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-6 Certificates applicable to each Distribution
Date will be [ ]% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and any Relief Act Shortfall allocated to the
Class B-6 Certificates, as described in the Agreement.

            Distributions on this Certificate will be made on behalf of the
Trustee by the Paying Agent by check mailed to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, unless such Person is entitled to receive payments by wire transfer in
immediately available funds in accordance with the Agreement and such Person has
notified the Paying Agent pursuant to the Agreement that such payments are to be
made by wire transfer of immediately available funds. Notwithstanding the above,
the final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.

            No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933,


                                      B-6-3
<PAGE>


as amended, and of any applicable statute of any state. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Seller, the Master Servicer, and any Paying Agent acting on behalf
of the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

            Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      B-6-4
<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.

Dated:

                                       Wachovia Bank, National Association,
                                            Trustee

                                       By
                                          --------------------------------------
                                            Authorized Officer

Countersigned:

Wachovia Bank, National Association,
  Trustee

By
   --------------------------------
   Authorized Officer


                                      B-6-5
<PAGE>


                                    EXHIBIT C

                 [Form of Reverse of Series 200 - Certificates]

                    WELLS FARGO ASSET SECURITIES CORPORATION
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                  SERIES 200 -

            This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.

            As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.

            The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of


<PAGE>


authorized Denominations evidencing the same Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

            The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.


                                       C-2
<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
    (Please print or typewrite name and address including postal zip code of
                                    assignee)

the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.

            I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:

Dated:

                                       -----------------------------------
                                          Signature by or on behalf of
                                          assignor

                                       -----------------------------------
                                          Signature Guaranteed


                                       C-3
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _________________________________________ for the
account of __________________________________ account number _____________, or,
if mailed by check, to __________________________________. Applicable statements
should be mailed to ____________________________________________________________
_______________________________________________________________________________.

            This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.



                                      C-4
<PAGE>


                                    EXHIBIT D

                                    RESERVED



<PAGE>

                                    EXHIBIT E

                               CUSTODIAL AGREEMENT

            THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of [ ], by and among WACHOVIA BANK, NATIONAL
ASSOCIATION, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), WELLS
FARGO ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Depositor"), WELLS FARGO BANK, N.A. (together with any successor in interest or
successor under the Pooling and Servicing Agreement referred to below, the
"Master Servicer") and WELLS FARGO BANK, N.A. (together with any successor in
interest or any successor appointed hereunder, the "Custodian").

                          W I T N E S S E T H  T H A T
                          - - - - - - - - - -  - - - -

            WHEREAS, the Depositor, the Master Servicer, and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of [ ] relating to the
issuance of Mortgage Pass-Through Certificates, Series 20 - (as amended and
supplemented from time to time, the "Pooling and Servicing Agreement"); and

            WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Depositor under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Depositor, the
Master Servicer and the Custodian hereby agree as follows:

                                    ARTICLE I

                                   Definitions

            Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Pooling and Servicing Agreement, unless
otherwise required by the context herein.

                                   ARTICLE II

                          Custody of Mortgage Documents

            Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. Subject to Section 2.3 hereof, the Custodian, as the duly appointed agent
of the Trustee for these purposes, declares that it holds and will hold the
documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and any other documents constituting part of the Owner Mortgage Loan
File or Retained Mortgage Loan File received on or subsequent to the

<PAGE>


date hereof (the "Custodial Files") as agent for the Trustee, in trust, for the
use and benefit of all present and future Certificateholders. The Depositor
shall give written notice to the Custodian within 10 business days of the
occurrence of a Document Transfer Event.

            Section 2.2. Recordation of Assignments. Unless an assignment of a
Mortgage is not required to be recorded in accordance with Section 2.01 of the
Pooling and Servicing Agreement, if any Custodial File includes one or more
assignments to the Trustee of Mortgage Notes that have not been recorded, each
such assignment shall be delivered by the Custodian to the Depositor for the
purpose of recording it in the appropriate public office for real property
records, and the Depositor, at no expense to the Custodian, shall promptly cause
to be recorded in the appropriate public office for real property records each
such assignment and, upon receipt thereof from such public office, shall return
each such assignment to the Custodian.

            Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.02 of the Pooling and Servicing Agreement, each Custodial File and
to provide the initial and final certifications in the forms of Exhibits N and O
to the Pooling and Servicing Agreement in accordance with the provisions
thereof. If in performing the review required by this Section 2.3 the Custodian
finds any document or documents constituting a part of a Custodial File to be
missing or defective, the Custodian shall follow the procedures specified in the
Pooling and Servicing Agreement.

            Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Depositor or the Master Servicer as set forth in the
Pooling and Servicing Agreement, the Custodian shall follow the procedures
specified in the Pooling and Servicing Agreement.

            Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer or applicable Servicer shall
immediately deliver to the Custodian two copies of a Request for Release or such
request in an electronic format acceptable to the Custodian and shall request
delivery to it of the Custodial File. The Custodian agrees, within five business
days of receipt of such Request for Release, to release the related Custodial
File to the Master Servicer or applicable Servicer.

            From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer or applicable Servicer shall deliver
to the Custodian two copies of a Request for Release of a Servicing Officer
requesting that possession of the Custodial File be released to the Master
Servicer and certifying as to the reason for such release. Upon receipt of the
foregoing, the Custodian shall deliver the Custodial File to the Master Servicer
or applicable Servicer. The Master Servicer or applicable Servicer shall cause
each Custodial File therein so released to be returned to the Custodian when the
need therefor by the Master Servicer or applicable Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Certificate Account to
the extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the


<PAGE>


foreclosure of the Mortgaged Property either judicially or non-judicially. In
the event of the liquidation of a Mortgage Loan, the Master Servicer or
applicable Servicer shall deliver two copies of a Request for Release with
respect thereto to the Custodian upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.

            The Custodian shall maintain records (i) identifying all requests
made by Servicers (other than requests relating to Custodial Files already
released by the Custodian) for the release by the Custodian of Custodial Files
with respect to the Mortgage Loans and (ii) all Custodial Files released by the
Custodian.

            Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.

                                   ARTICLE III

                            Concerning the Custodian

            Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodial File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement and in the Pooling
and Servicing Agreement. All provisions of the Pooling and Servicing Agreement
setting forth duties of the Custodian in more detail are hereby incorporated by
reference into this Agreement. Except upon compliance with the provisions of
Section 2.5 of this Agreement and the provisions of the Pooling and Servicing
Agreement, no Mortgage Note or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Depositor or the Master Servicer
or otherwise released from the possession of the Custodian.

            Section 3.2. Indemnification. The Depositor hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reasons of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Depositor, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fees, or
charge shall have been caused by reason of any negligent act, negligent failure
to act, or willful misconduct on the part

<PAGE>


of the Custodian, or which shall constitute a willful breach of its duties
hereunder, the indemnification provisions of this Agreement shall not apply.

            Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.

            Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.

            Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Depositor, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.

            The Trustee, upon 60 days written notice, may remove the Custodian.
In such event, the Trustee shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.

            Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Depositor and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Depositor and the Master Servicer.

            Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.


<PAGE>


            The Custodian and such successor or surviving Person shall notify
the Depositor, the Master Servicer and the Trustee of any such merger,
conversion or consolidation at least two Business Days prior to the effective
date thereof and shall provide the Depositor, the Master Servicer and the
Trustee with all information required by the Depositor to comply with its
reporting obligations not later than the effective date of such merger,
conversion or consolidation.

            Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodial File.

                                   ARTICLE IV

           Documents and Notices Required to be Delivered by Custodian

            Section 4.1 Annual Compliance Statement. The Custodian shall deliver
to the Master Servicer no later than March [15] following the end of each
calendar year commencing with March 20 , (i) an officer's certificate in the
form required by Item 1123 of Regulation AB, to the effect that (A) an
authorized officer of the Custodian has reviewed (or a review has been made
under his or her supervision of) the Custodian's activities under this Agreement
during the prior calendar year and (B) to the best of such officer's knowledge,
based on such review, the Custodian has fulfilled all of its obligations under
this Agreement in all material respects throughout the prior calendar year or,
if there has been a failure to fulfill any such obligation in any material
respect, specifically identifying each failure known to such officer and the
nature and status thereof.

            Section 4.2 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.

            (a) The Custodian shall deliver to the Depositor, the Master
Servicer and the Trustee, not later than March [15] following the end of each
calendar year commencing with March 20 , a report regarding the Custodian's
assessment of its compliance with the servicing criteria set forth in Item
1122(d) of Regulation AB (the "Servicing Criteria"), as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall
contain the following:

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

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

                  (iii) a statement by the Custodian as to which of the
            Servicing Criteria, if any, are not applicable to the Custodian
            (which statement shall be based on the activities the Custodian
            performs with respect to asset-backed securities transactions taken
            as a whole involving the Custodian that are backed by the same asset
            type as the Mortgage Loans);


<PAGE>


                  (iv) a statement by the Custodian assessing the Custodian's
            compliance with the applicable Servicing Criteria as of the last day
            of the immediately preceding calendar year and covering the period
            of the preceding calendar year, which shall disclose any material
            instance of non-compliance with respect thereto; and

                  (v) a statement by the Custodian that a registered public
            accounting firm has issued an attestation report on the Custodian's
            assessment of compliance with the applicable Servicing Criteria as
            of the last day of the immediately preceding calendar year and
            covering the period of the preceding calendar year.

            (b) Not later than March [15]th of each calendar year, following the
end of each calendar year commencing with March 20 , the Custodian, at its
expense, shall cause a registered public accounting firm which is a member of
the institute of certified public accountants to furnish to the Depositor, the
Master Servicer and the Trustee a report by such accounting firm that attests
to, and reports on, the assessment made by the Custodian pursuant to Section
4.2(a) hereof, as required by and meeting the requirements of Rules 13a-18 and
15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such
attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of
Regulation S-X under the 1933 Act and the Exchange Act.

            4.3 Notification of Proceedings. The Custodian shall notify the
Depositor, the Master Servicer and the Trustee of any proceedings of the type
described in Item 1117 of Regulation AB, together with a description thereof,
within two Business Days of any such party's knowledge thereof. In addition, the
Custodian shall notify the Depositor, the Master Servicer and the Trustee of any
affiliations or relationships that develop following the Closing Date between
the Custodian and any of the parties listed in Item 1119 of Regulation AB,
together with a description thereof, within two Business Days of any such
party's knowledge thereof.

            4.4 Engagement of Affiliates or Third-Parties. Notwithstanding
anything contained herein to the contrary, to the extent the Custodian engages
any affiliate or third party vendor, in connection with the performance of any
of its duties under this Agreement, the Custodian shall immediately notify the
Depositor in writing of such engagement. To the extent the Depositor notifies
the Custodian that it has determined that such affiliates or third party vendors
are participating in the servicing function with respect to the Mortgage Loans,
within the meaning of Item 1122 of Regulation AB, the Custodian shall cause such
affiliates or third party vendors to prepare a separate assessment and
attestation report, as contemplated by Section 4.2 of this Agreement and deliver
such report to the Master Servicer and the Depositor. In addition, to the extent
the Depositor notifies the Custodian that it has determined that any such
affiliate or third party vendor would be a "servicer" within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i) through (iii)
of Regulation AB, the Custodian shall cause such affiliate or third party vendor
to prepare a separate compliance statement as contemplated by Section 4.1 of
this Agreement and deliver such statement to the Master Servicer and the
Depositor. In addition, if the Depositor determines any such affiliate or third
party vendor would be a "servicer" within the meaning of Item 1101 of Regulation
AB, the Custodian shall cause such affiliate or third party vendor to provide
the Custodian, the Master Servicer, the Depositor

<PAGE>


and the Trustee the information required by Section 1108(b) and 1108(c) of
Regulation AB within two Business Days following such engagement.

            4.5 The Custodian shall notify the Depositor, the Master Servicer
and the Trustee of any of the events enumerated in Item 1.03 of Form 8-K with
respect to the Custodian at least two Business Days prior to the effective date
thereof and shall provide the Depositor, the Master Servicer and the Trustee
with all information required by the Depositor to comply with its reporting
obligation under Item 1.03 of Form 8-K not later than the effective date of any
such event.

                                    ARTICLE V

                            Miscellaneous Provisions

            Section 5.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement, or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.

            Section 5.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Depositor, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
written notice to the Custodian of any amendment or supplement to the Pooling
and Servicing Agreement and furnish the Custodian with written copies thereof.

            Section 5.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.

            Section 5.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

            Section 5.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held

<PAGE>


invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the holders
thereof.


<PAGE>



            IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

Address:                              WACHOVIA BANK, NATIONAL ASSOCIATION,
                                         as Trustee
401 South Tryon Street
Charlotte, North Carolina 28288       By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------
Address:                              WELLS FARGO ASSET SECURITIES CORPORATION,
                                         as Depositor
7430 New Technology Way
Frederick, Maryland 21703             By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------
Address:                              WELLS FARGO BANK, N.A.,
                                         as Master Servicer
9062 Old Annapolis Road
Columbia, Maryland 21045              By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------
Address:                              WELLS FARGO BANK, N.A.,
                                         as Custodian
1015 10th Avenue South East
Minneapolis, Minnesota 55414          By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------


<PAGE>


STATE OF                )
                           ss.:
COUNTY OF               )

            On this [ ]th day of [ ], before me, a notary public in and for the
State of [ ], personally appeared[ ], known to me who, being by me duly sworn,
did depose and say that he resides in [ ]; that he is [ ] of Wells Fargo Asset
Securities Corporation, a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.


-------------------------
Notary Public

[NOTARIAL SEAL]



<PAGE>



STATE OF                )
                        ss.:
COUNTY OF               )

            On this [ ]th day of [ ], before me, a notary public in and for the
State of [ ], personally appeared [ ], known to me who, being by me duly sworn,
did depose and say that she resides at [ ]; that she is a [ ] of Wells Fargo
Bank, N.A., a national banking association, one of the parties that executed the
foregoing instrument; and that she signed her name thereto by order of the Board
of Directors of said association.



-------------------------
Notary Public

[NOTARIAL SEAL]


<PAGE>


STATE OF                      )
                              ss.:
COUNTY OF                     )

            On this [ ]th day of [ ], before me, a notary public in and for the
State of [ ], personally appeared [ ], known to me who, being by me duly sworn,
did depose and say that he resides at [ ]; that he is a [ ] of Wachovia Bank,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said association.


-------------------------
Notary Public

[NOTARIAL SEAL]



<PAGE>



STATE                   )
                        ss.:
COUNTY OF               )

            On this [ ]th day of [ ], before me, a notary public in and for the
State of [ ], personally appeared [ ], known to me who, being by me duly sworn,
did depose and say that he resides at [ ]; that he is an [ ] of Wells Fargo
Bank, N.A., a national banking association, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said association.


-------------------------
Notary Public

[NOTARIAL SEAL]




<PAGE>


                                   EXHIBIT F-1

                    [Schedule of Wells Fargo Mortgage Loans]


                       To Be Inserted For Each Transaction

<PAGE>


                                   EXHIBIT F-2

                   [Schedule of Other Servicer Mortgage Loans]


                       To Be Inserted For Each Transaction
<PAGE>


                                    EXHIBIT G

                        REQUEST FOR RELEASE OF DOCUMENTS



To:   Wells Fargo Bank, N.A.
      1015 10th Avenue S.E.
      Minneapolis., MN  55414
      Attn:  ________________

      Re:   Custodial Agreement, dated as of [ ], among Wachovia Bank, National
            Association, as Trustee, Wells Fargo Asset Securities Corporation,
            as Seller, Wells Fargo Bank, N.A., as Master Servicer, and Wells
            Fargo Bank, N.A., as Custodian, relating to the Wells Fargo Asset
            Securities Corporation; Mortgage Pass-Through Certificates, Series
            200 - .
            --------------------------------------------------------------------

            In connection with the administration of the Mortgage Loans held by
you as Custodian for the Trust Estate pursuant to the above-captioned Custodial
Agreement, we request the release, and hereby acknowledge receipt, of the
Custodian's Owner Mortgage Loan File for the Mortgage Loan described below, for
the reason indicated.

                              Mortgage Loan Number:

                       Mortgagor Name, Address & Zip Code:



            Reason for Requesting Documents (check one):

            _______           1.    Mortgage Paid in Full

            _______           2.    Foreclosure

            _______           3.    Substitution

            _______           4.    Other Liquidation (Repurchases, etc.)

            _______           5.    Nonliquidation

            Reason:
                   ----------------------------------------------------

            By:
                -------------------------------------------------------
                 (authorized signer)

            Issuer:
                   ----------------------------------------------------


<PAGE>


            Address:
                     --------------------------------------------------

                     -----------------------------------


            Date:
                  -----------------------------------------------------

                                    Custodian

Wells Fargo Bank, N.A.

            Please acknowledge the execution of the above request by your
signature and date below:


------------------------------------            -----------------
Signature                                       Date



Documents returned to Custodian:


------------------------------------            -----------------
Custodian                                       Date


                                       G-2
<PAGE>


                                    EXHIBIT H

                                               AFFIDAVIT PURSUANT TO SECTION
                                               860E(e)(4) OF THE INTERNAL
                                               REVENUE CODE OF 1986, AS AMENDED,
                                               AND FOR NON-ERISA INVESTORS

STATE OF                )
                        )  ss.:
COUNTY OF               )

            [NAME OF OFFICER], being first duly sworn, deposes and says:

            1.    That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.

            2. That the Purchaser's Taxpayer Identification Number is
[___________].

            3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Wells Fargo Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 200 - , Class A-R
Certificate (the "Class A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.

            4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class A-R Certificate
as they become due.


<PAGE>


            5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows generated by
the Class A-R Certificate.

            6. That the Purchaser will not transfer the Class A-R Certificate to
any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 10 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.

            7. That the Purchaser is aware that the Class A-R Certificate may be
a "noneconomic residual interest" within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

            8. That the Purchaser will not cause income from the Class A-R
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or
any other person.

            9. That, if the Purchaser is purchasing the Class A-R Certificate in
a transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Purchaser has executed and attached Attachment A
hereto.

            10. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class A-R Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class A-R Certificate will not be
disregarded for federal income tax purposes. "U.S. Person" means a citizen or
resident of the United States, a corporation or partnership (unless, in the case
of a partnership, Treasury regulations are adopted that provide otherwise)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, including an entity treated as a
corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).

            11. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 10 hereof.


                                       H-2
<PAGE>


            12. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 8.13 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.


                                       H-3
<PAGE>


            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 20__.

                                        [NAME OF PURCHASER]


                                       By:
                                          --------------------------------------
                                          [Name of Officer]
                                          [Title of Officer]

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.

            Subscribed and sworn before me this __ day of , 20__.

------------------------------------
Notary Public

COUNTY OF
         --------------------

STATE OF
        ---------------------

My commission expires the __ day of __________, 20__.


                                       H-4
<PAGE>


                                  ATTACHMENT A

                                       to

    AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
                  1986, AS AMENDED, AND FOR NON-ERISA INVESTORS



Check the appropriate box:

[_]   The consideration paid to the Purchaser to acquire the Class A-R
      Certificate equals or exceeds the excess of (a) the present value of the
      anticipated tax liabilities over (b) the present value of the anticipated
      savings associated with holding such Certificate, in each case calculated
      in accordance with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and
      (8), computing present values using a discount rate equal to the
      short-term Federal rate prescribed by Section 1274(d) of the Code and the
      compounding period used by the Purchaser.

                                       OR

[_]   The transfer of the Class A-R Certificate complies with U.S. Treasury
      Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

      (i)   the Purchaser is an "eligible corporation," as defined in U.S.
            Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
            from Class A-R Certificate will only be taxed in the United States;

      (ii)  at the time of the transfer, and at the close of the Purchaser's two
            fiscal years preceding the year of the transfer, the Purchaser had
            gross assets for financial reporting purposes (excluding any
            obligation of a person related to the Purchaser within the meaning
            of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
            of $100 million and net assets in excess of $10 million;

      (iii) the Purchaser will transfer the Class A-R Certificate only to
            another "eligible corporation," as defined in U.S. Treasury
            Regulations Section 1.860E-1(c)(6)(i), in a transaction that
            satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
            (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;

      (iv)  the Purchaser has determined the consideration paid to it to acquire
            the Class A-R Certificate based on reasonable market assumptions
            (including, but not limited to, borrowing and investment rates,
            prepayment and loss assumptions, expense and reinvestment
            assumptions, tax rates and other factors specific to the Purchaser)
            that it has determined in good faith; and

      (v)   in the event of any transfer of the Class A-R Certificate by the
            Purchaser, the Purchaser will require its transferee to complete a
            representation in the form of this Attachment A as a condition of
            the transferee's purchase of the Class A-R Certificate.


<PAGE>


                                    EXHIBIT I

                [Letter from Transferor of Residual Certificate]

                                     [Date]

Wachovia Bank, National Association
401 South Tryon Street
Charlotte, North Carolina 28288

      Re:   Wells Fargo Asset Securities Corporation,
            Series 200 - , Class A-R
            ----------------------------------------

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.

                                       Very truly yours,

                                       [Transferor]


                                       ----------------------



<PAGE>


                                    EXHIBIT J

                    WELLS FARGO ASSET SECURITIES CORPORATION

                       MORTGAGE PASS-THROUGH CERTIFICATES
                                  SERIES 200 -
                       CLASS [B-4][B-5][B-6] CERTIFICATES

                               TRANSFEREE'S LETTER

                                                    ----------------- --, ----

Wachovia Bank, National Association
401 South Tryon Street
Charlotte, North Carolina 28288

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland 21703

            The undersigned (the "Purchaser") proposes to purchase Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 200 - ,
Class [B-4][B-5][B-6] Certificates (the "Class [B-4][B-5][B-6] Certificates") in
the principal amount of $___________. In doing so, the Purchaser hereby
acknowledges and agrees as follows:

            Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of [ ] (the "Pooling and Servicing Agreement")
among Wells Fargo Asset Securities Corporation, as seller (the "Seller"), Wells
Fargo Bank, N.A., as master servicer (the "Master Servicer") and Wachovia Bank,
National Association, as trustee (the "Trustee"), of Wells Fargo Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 200 - .

            Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:

            (a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-4][B-5][B-6] Certificates, and to enter
into this Agreement, and duly executed and delivered this Agreement.

            (b) The Purchaser is acquiring the Class [B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.

            [(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make


<PAGE>


an informed investment decision; and the Purchaser is able to bear the economic
risk of an investment in the Class [B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]

            [(c)__The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]

            (d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 20__, relating to
the Class [B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-4][B-5][B-6] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of the
Class [B-4][B-5][B-6] Certificates other than in connection with a subsequent
sale of Class [B-4][B-5][B-6] Certificates.

            (e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4][B-5][B-6] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4][B-5][B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not constitute or result in a non-exempt
prohibited transaction within the meaning of ERISA, Section 4975 of the Code or
Similar Law and will not subject the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).

            (f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has

                                       J-2
<PAGE>


reviewed the "Supervisory Policy Statement on Securities Activities" dated
January 28, 1992 of the Federal Financial Institutions Examination Council and
the April 15, 1994 Interim Revision thereto as adopted by the OCC, FRB, FDIC,
OTS and NCUA (with modifications as applicable), as appropriate, other
applicable investment authority, rules, supervisory policies and guidelines of
these agencies and, to the extent appropriate, state banking authorities and has
concluded that its purchase of the Class [B-4][B-5][B-6] Certificates is in
compliance therewith.

            Section 3. Transfer of Class [B-4][B-5][B-6] Certificates.

            (a) The Purchaser understands that the Class [B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4][B-5][B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trustee
is under any obligation to register the Class [B-4][B-5][B-6] Certificates or
make an exemption available. In the event that such a transfer is to be made in
reliance upon an exemption from the Act or applicable state securities laws, (i)
the Trustee shall require, in order to assure compliance with such laws, that
the Certificateholder's prospective transferee certify to the Seller and the
Trustee as to the factual basis for the registration or qualification exemption
relied upon, and (ii) unless the transferee is a "Qualified Institutional Buyer"
within the meaning of Rule 144A of the Act, the Trustee or the Seller may, if
such transfer is made within three years from the later of (a) the Closing Date
or (b) the last date on which the Seller or any affiliate thereof was a holder
of the Certificates proposed to be transferred, require an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Seller. Any such Certificateholder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Master Servicer, any Paying Agent acting on behalf of the Trustee and the
Seller against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.

            (b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.

            (c) The Purchaser acknowledges that its Class [B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.


                                       J-3
<PAGE>


            IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.

                                       [PURCHASER]

                                       By:
                                            ------------------------------------

                                       Its:
                                            ------------------------------------


                                       J-4
<PAGE>


                                    EXHIBIT K

                           LIST OF RECORDATION STATES

                                     Florida

                                    Maryland


<PAGE>


                                    EXHIBIT L

                              SERVICING AGREEMENTS

                   Wells Fargo Bank, N.A. Servicing Agreement


<PAGE>


                                    EXHIBIT M

                      [FORM OF SPECIAL SERVICING AGREEMENT]

                 SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT

            This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Wells Fargo Bank, N.A.
(the "Company" and "Wells Fargo Bank") and (the "Purchaser").

                              PRELIMINARY STATEMENT

            ______________________ is the holder of the entire interest in Wells
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series
200 - , Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of [ ] among Wells
Fargo Asset Securities Corporation, as seller (the "Seller"), Wells Fargo Bank,
N.A., as Master Servicer and Wachovia Bank, National Association, as Trustee.

            ______________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.

            In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.

            In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01. Defined Terms.

            Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

            Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.


<PAGE>


            Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.

            Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Moody's Investors Service, Inc.
("Moody's") or at least F-1 by Fitch Ratings ("Fitch") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch or
Aa2 by Moody's, (y) the certificate of deposit or other unsecured short-term
debt obligations of such depository institution or trust company have a rating
of at least F-1 by Fitch or P-1 by Moody's or (z) the depository institution or
trust company is one that is acceptable to either Fitch or Moody's and, for each
of the preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be
not later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.

            Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.

            Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.

            Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section 2.02(b).

            Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).


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<PAGE>


            Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.

            Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).

            Section 1.02. Definitions Incorporated by Reference.

            All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.

                                   ARTICLE II

                          SPECIAL SERVICING PROCEDURES

            Section 2.01. Reports and Notices.

            (a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:

            (i) Within five Business Days after each Distribution Date (or
      included in or with the monthly statements to Certificateholders pursuant
      to the Pooling and Servicing Agreement), the Company, shall provide to the
      Purchaser a report, using the same methodology and calculations in its
      standard servicing reports, indicating for the Trust Estate the number of
      Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
      or more delinquent or (D) in foreclosure, and indicating for each such
      Mortgage Loan the loan number and outstanding principal balance.

            (ii) Prior to the Commencement of Foreclosure in connection with any
      Mortgage Loan, the Company shall cause (to the extent that the Company as
      Master Servicer is granted such authority in the related Servicing
      Agreement) the Servicer to provide the Purchaser with a notice (sent by
      telecopier) of such proposed and imminent foreclosure, stating the loan
      number and the aggregate amount owing under the Mortgage Loan. Such notice
      may be provided to the Purchaser in the form of a copy of a referral
      letter from such Servicer to an attorney requesting the institution of
      foreclosure.

            (b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily


                                       M-3
<PAGE>


accessible to its servicing personnel and is non-confidential and (2) the
related Servicer shall respond within five Business Days orally or in writing by
facsimile transmission.

            (c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.

            Section 2.02. Purchaser's Election to Delay Foreclosure Proceedings.

            (a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.

            (b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.


                                       M-4
<PAGE>


            (c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.

            (d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.

            (e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.

            (f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust


                                       M-5
<PAGE>


Estate at a purchase price equal to the fair market value as shown on the
Current Appraisal, to be paid by (x) applying any balance in the Collateral Fund
to such to such purchase price, and (y) to the extent of any deficiency, by wire
transfer of immediately available funds from the Purchaser to the Company for
deposit in the related Certificate Account; or (ii) the related Servicer shall
proceed with the Commencement of Foreclosure.

            (g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.

            Section 2.03. Purchaser's Election to Commence Foreclosure
Proceedings.

            (a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).

            (b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.

            (c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be


                                       M-6
<PAGE>


required to cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement, the related Servicer to
proceed with the Commencement of Foreclosure if (i) the same is stayed as a
result of the mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have not yet been
complied with, or (ii) the Company believes there is a breach of representations
or warranties by the Company, a Servicer, or a Seller, which may result in a
repurchase or substitution of such Mortgage Loan, or (iii) the Company or
related Servicer reasonably believes the Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances (and, without
limiting the related Servicer's right not to proceed with the Commencement of
Foreclosure, the Company supplies the Purchaser with information supporting such
belief). Any foreclosure that has been initiated may be discontinued (x) without
notice to the Purchaser if the Mortgage Loan has been brought current or if a
refinancing or prepayment occurs with respect to the Mortgage Loan (including by
means of a short payoff approved by the Purchaser) or (y) with notice to the
Purchaser if the related Servicer has reached the terms of a forbearance
agreement unless instructed otherwise by the Purchaser within two Business Days
of such notification. Any such instruction shall be based upon a decision that
such forbearance agreement is not in conformity with reasonable servicing
practices.

            (d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.

            Section 2.04. Termination.

            (a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and


                                       M-7
<PAGE>


Servicing Agreement), including any such transfer in connection with a
termination of the Trust Estate or (iv) upon any breach of the terms of this
Agreement by the Purchaser.

            (b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.

                                   ARTICLE III

                       COLLATERAL FUND; SECURITY INTEREST

            Section 3.01. Collateral Fund.

            Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo
Bank, N.A., as Master Servicer, for the benefit of registered holders of Wells
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series
200 - ." Amounts held in the Collateral Fund shall continue to be the property
of the Purchaser, subject to the first priority security interest granted
hereunder for the benefit of the Certificateholders, until withdrawn from the
Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The Collateral Fund
shall be an "outside reserve fund" within the meaning of the REMIC Provisions,
beneficially owned by the Purchaser for federal income tax purposes. All income,
gain, deduction or loss with respect to the Collateral Fund shall be that of the
Purchaser. All distributions from the Trust Fund to the Collateral Fund shall be
treated as distributed to the Purchaser as the beneficial owner thereof.

            Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.

            Section 3.02. Collateral Fund Permitted Investments.

            The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.


                                       M-8
<PAGE>


            All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.

            Section 3.03. Grant of Security Interest.

            The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").

            The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.

            Section 3.04. Collateral Shortfalls.

            In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.


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<PAGE>


                                   ARTICLE IV

                            MISCELLANEOUS PROVISIONS

            Section 4.01. Amendment.

            This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.

            Section 4.02. Counterparts.

            This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

            Section 4.03. Governing Law.

            This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

            Section 4.04. Notices.

            All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:

            (a) in the case of the Company,

                  Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, MD 21045
                  Attention:  Vice President, Master Servicing
                  Phone:      410-884-2000
                  Fax:        410-715-1573

            (b) in the case of the Purchaser,

                  ------------------------------

                  ------------------------------

                  ------------------------------

                  Attention:
                            --------------------

            Section 4.05. Severability of Provisions.


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<PAGE>


            If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such 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.

            Section 4.06. Successors and Assigns.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.

            Section 4.07. Article and Section Headings.

            The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            Section 4.08. Confidentiality.

            The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.

            Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.

            Section 4.09. Indemnification.

            The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.


                                      M-11
<PAGE>


            IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.

                                       WELLS FARGO BANK, N.A.

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

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


                                      M-12
<PAGE>


                                    EXHIBIT N

                FORM OF INITIAL CERTIFICATION OF THE CUSTODIAN

                                   [_____]

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Wachovia Bank, National Association
401 South Tryon Street
Charlotte, North Carolina 28202

      Re:   The Pooling and Servicing Agreement, dated [ ], among Wells Fargo
            Asset Securities Corporation, as Seller, Wells Fargo Bank, N.A., as
            Master Servicer, and Wachovia Bank, National Association, as
            Trustee, relating to the Wells Fargo Asset Securities Corporation;
            Mortgage Pass-Through Certificates, Series 200 - .
            --------------------------------------------------------------------

Ladies and Gentlemen:

      In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that,
except as specified in any list of exceptions attached hereto, it has received
the original Mortgage Note relating to each of the Mortgage Loans listed on the
Mortgage Loan Schedule.

      The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this initial certification.
The Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


<PAGE>


      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.


                                    WELLS FARGO BANK, N.A.,
                                      as Custodian on behalf of the Trustee



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


                                       N-2
<PAGE>


                                    EXHIBIT O

                 FORM OF FINAL CERTIFICATION OF THE CUSTODIAN


                            [__________,__  ____]


Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Wachovia Bank, National Association
401 South Tryon Street
Charlotte, North Carolina 28202

      Re:   The Pooling and Servicing Agreement, dated [ ], among Wells Fargo
            Asset Securities Corporation, as Seller, Wells Fargo Bank, N.A., as
            Master Servicer, and Wachovia Bank, National Association, as
            Trustee, relating to the Wells Fargo Asset Securities Corporation;
            Mortgage Pass-Through Certificates, Series 200 - .
            --------------------------------------------------------------------

Ladies and Gentlemen:

      In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Custodian on behalf of the Trustee, hereby certifies that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be
specified in any list of exceptions attached hereto, such Mortgage File contains
all of the items required to be delivered pursuant to Section 2.01 of the
Pooling and Servicing Agreement.

      The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this final certification. The
Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.


<PAGE>


      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.


                                    WELLS FARGO BANK, N.A.,
                                      as Custodian on behalf of the Trustee



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


                                       O-2
<PAGE>


                                    EXHIBIT P

                      FORM OF SARBANES-OXLEY CERTIFICATION

                    Wells Fargo Asset Securities Corporation
                       Mortgage Pass-Through Certificates,
                                  Series 200 -

      I, [________], certify that:

1.    I have reviewed this annual report on Form 10-K, and all reports on Form
      10-D containing Distribution Date Statements filed in respect of periods
      included in the year covered by this annual report, of the Wells Fargo
      Asset Securities Corporation, Mortgage Pass-Through Certificates Series
      200 - Trust (the "Trust");

2.    Based on my knowledge, the information in these reports, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by this annual report;

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the Trustee by the Master Servicer under the Pooling and
      Servicing Agreement (the "Pooling Agreement"), dated [ ], among Wells
      Fargo Asset Securities Corporation, as seller, Wells Fargo Bank, N.A., as
      master servicer, and Wachovia Bank, National Association, as trustee, for
      inclusion in these reports is included in these reports;

4.    I am responsible for reviewing the activities performed by the Master
      Servicer under the Pooling Agreement and based upon my knowledge and the
      annual compliance review required under the Pooling Agreement, and except
      as disclosed in the reports, the Master Servicer has fulfilled its
      obligations under the Pooling Agreement; and

5.    The reports disclose all significant deficiencies relating to the Master
      Servicer's compliance with the minimum servicing standards based upon the
      report provided by an independent public accountant after conducting a
      review in compliance with the Uniform Single Attestation Program for
      Mortgage Bankers or similar procedures as set forth in the Pooling
      Agreement that is included in these reports.

   [The following is included only for a transaction where there are Servicers
   other than Wells Fargo Bank][In giving the certifications above, I have
   reasonably relied on information provided to me by the following unaffiliated
   parties: [Name of Servicers other than Wells Fargo Bank], as Servicer.]


                                       P-2
<PAGE>


Date: [_____]

                                       By:
                                          Name:
                                          Title:


<PAGE>


                                    EXHIBIT Q

                    SCHEDULE OF PLEDGED ASSET MORTGAGE LOANS


                      To Be Inserted For Each Transaction