Wells Fargo Mortgage Backed Securities 2006-AR10 Trust – ‘8-K’ for 6/29/06 – EX-4.1

On:  Wednesday, 7/12/06, at 11:31am ET   ·   For:  6/29/06   ·   Accession #:  914121-6-2371   ·   File #:  333-129159-15

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     17K 
 2: EX-1.1      Underwriting Agreement                                35±   133K 
 3: EX-4.1      Pooling and Servicing Agreement                      296±  1.12M 
 4: EX-10.1     Mlpa                                                 120±   570K 
 5: EX-10.2     Mlpa #2                                                4±    23K 

EX-4.1   —   Pooling and Servicing Agreement
Exhibit Table of Contents

EX-4.1
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                                                                     EXHIBIT 4.1

 -------------------------------------------------------------------

WELLS FARGO ASSET SECURITIES CORPORATION

 (Depositor)

 and

WELLS FARGO BANK, N.A.

 (Master Servicer)

 and

 HSBC BANK USA, NATIONAL ASSOCIATION

 (Trustee)

 POOLING AND SERVICING AGREEMENT

 Dated as of June 29, 2006

 $2,942,525,599.81

Mortgage Pass-Through Certificates
Series 2006-AR10

 -----------------------------------------------------------------

EX-4.1
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 TABLE OF CONTENTS

 ARTICLE I

 DEFINITIONS

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

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF THE CERTIFICATES

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

 ARTICLE III

 ADMINISTRATION OF THE TRUST ESTATE; SERVICING
 OF THE MORTGAGE LOANS

Section 3.01  Certificate Account......................................         
Section 3.02  Permitted Withdrawals from the Certificate Account.......         
Section 3.03  Advances by Master Servicer and Trustee..................         
Section 3.04  Custodian to Cooperate; Release of Owner Mortgage Loan            
      Files and Retained Mortgage Loan Files..................
Section 3.05  Annual Compliance Statements.............................         
Section 3.06  Title, Management and Disposition of Any REO Mortgage             
      Loan....................................................
Section 3.07  Amendments to Servicing Agreements,                               
      Modification of Standard Provisions.....................
Section 3.08  Oversight of Servicing...................................         
Section 3.09  Termination and Substitution of Servicing Agreements.....         
Section 3.10  Application of Net Liquidation Proceeds..................         
Section 3.11  Assessment of Servicing Compliance; Registered Public             
      Accounting Firm Attestation Reports.....................
Section 3.12  Exchange Act Reports.....................................         

ARTICLE IV

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

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

 ARTICLE V

THE CERTIFICATES

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

ARTICLE VI  

THE DEPOSITOR AND THE MASTER SERVICER   

Section 6.01  Liability of the Depositor and the Master Servicer.......         
Section 6.02  Merger or Consolidation of the Depositor or the Master            
      Servicer................................................
Section 6.03  Limitation on Liability of the Depositor, the Master              
      Servicer and Others.....................................
Section 6.04  Resignation of the Master Servicer.......................         
Section 6.05  Compensation to the Master Servicer......................         
Section 6.06  Assignment or Delegation of Duties by Master Servicer....         
Section 6.07  Indemnification of Trustee and Depositor by Master                
      Servicer................................................
Section 6.08  Master Servicer Errors and Omissions Policy..............         

 ARTICLE VII

 DEFAULT

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

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee........................................         
Section 8.02  Certain Matters Affecting the Trustee....................         
Section 8.03  Trustee Not Required to Make Investigation...............         
Section 8.04  Trustee Not Liable for Certificates or Mortgage Loans....         
Section 8.05  Trustee May Own Certificates.............................         
Section 8.06  The Master Servicer to Pay Fees and Expenses; Limitation          
      on Liability............................................
Section 8.07  Eligibility Requirements.................................         
Section 8.08  Resignation and Removal..................................         
Section 8.09  Successor................................................         
Section 8.10  Merger or Consolidation..................................         
Section 8.11  Authenticating Agent.....................................         
Section 8.12  Separate Trustees and Co-Trustees........................         
Section 8.13  Tax Matters; Compliance with REMIC Provisions............         
Section 8.14  Monthly Advances.........................................         
Section 8.15  Indemnification of the Master Servicer and Depositor by           
      the Trustee.............................................
Section 8.16  Trustee Errors and Omissions Policy......................         

ARTICLE IX

 TERMINATION

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

 ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment................................................         
Section 10.02 Recordation of Agreement.................................         
Section 10.03 Limitation on Rights of Certificateholders...............         
Section 10.04 Governing Law; Jurisdiction..............................         
Section 10.05 Notices..................................................         
Section 10.06 Severability of Provisions...............................         
Section 10.07 Special Notices to Rating Agencies.......................         
Section 10.08 Covenant of Depositor....................................         
Section 10.09 Recharacterization.......................................         
Section 10.10 Regulation AB Compliance; Intent of Parties;                      
      Reasonableness..........................................

ARTICLE XI

TERMS FOR CERTIFICATES

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

SCHEDULE I    -     Applicable Unscheduled Principal Receipt Period             

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EXHIBITS  
--------  

EXHIBIT A-I-A-1         -     Form of Face of Class I-A-1 Certificate           
EXHIBIT A-I-A-2         -     Form of Face of Class I-A-2 Certificate           
EXHIBIT A-I-A-R         -     Form of Face of Class I-A-R Certificate           
EXHIBIT A-II-A-1        -     Form of Face of Class II-A-1 Certificate          
EXHIBIT A-II-A-2        -     Form of Face of Class II-A-2 Certificate          
EXHIBIT A-III-A-1       -     Form of Face of Class III-A-1 Certificate         
EXHIBIT A-III-A-2       -     Form of Face of Class III-A-2 Certificate         
EXHIBIT A-IV-A-1        -     Form of Face of Class IV-A-1 Certificate          
EXHIBIT A-IV-A-2        -     Form of Face of Class IV-A-2 Certificate          
EXHIBIT A-V-A-1         -     Form of Face of Class V-A-1 Certificate           
EXHIBIT A-V-A-2         -     Form of Face of Class V-A-2 Certificate           
EXHIBIT A-V-A-3         -     Form of Face of Class V-A-3 Certificate           
EXHIBIT A-V-A-4         -     Form of Face of Class V-A-4 Certificate           
EXHIBIT A-V-A-5         -     Form of Face of Class V-A-5 Certificate           
EXHIBIT A-V-A-6         -     Form of Face of Class V-A-6 Certificate           
EXHIBIT A-V-A-7         -     Form of Face of Class V-A-7 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 2006-AR10 Certificates  
EXHIBIT D               -     Reserved                                          
EXHIBIT E               -     Custodial Agreement                               
EXHIBIT F               -     Addresses for Requesting Mortgage Loan Schedule   
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               -     Reserved                                          
EXHIBIT R               -     Servicing Criteria to be Addressed in             
    Assessment of Compliance
EXHIBIT S               -     Additional Form 10-D Disclosure                   
EXHIBIT T               -     Additional Form 10-K Disclosure                   
EXHIBIT U               -     Form 8-K Disclosure Information                   
EXHIBIT V               -     Additional Disclosure Notification                

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       This Pooling and Servicing Agreement, dated as of June 29, 2006
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO 
BANK, N.A., as Master Servicer and HSBC BANK USA, 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 master 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.                                                 

       Additional Form 10-D Disclosure: As defined in Section 3.12(a).

       Additional Form 10-K Disclosure: As defined in Section 3.12(b).

  Additional Master Servicer: As defined in Section 6.06(b).

       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 Aggregate 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 Aggregate 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)(i) 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.                                                               

        Adjustment Date: As to each Mortgage Loan, the Due Date on which
date an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes  
effective under the related Mortgage Note, which Due Date is the date set forth 
in the Mortgage Loan Schedule as the first Adjustment Date following the Closing
Date and each subsequent anniversary thereof.                                   

        Aggregate Adjusted Pool Amount: With respect to any Distribution
Date, the sum of the Group I Adjusted Pool Amount, Group II Adjusted Pool       
Amount, Group III Adjusted Pool Amount, Group IV Adjusted Pool Amount and Group 
V Adjusted Pool Amount.                                                         

            Aggregate Class A Percentage: With respect to any Distribution Date,
the percentage, the numerator of which is the Aggregate Class A Principal       
Balance prior to giving effect to any distributions on such Distribution Date,  
and the denominator of which is the sum of the Pool Balances for each Loan      
Group.                                                                          

Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group I-A Principal Balance, Group II-A      
Principal Balance, Group III-A Principal Balance, Group IV-A Principal Balance  
and Group V-A Principal Balance.                                                

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

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

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

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

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

          Aggregate Principal Balance: As of any Determination Date, the sum
of the Group I-A Principal Balance, the Group II-A Principal Balance, the Group 
III-A Principal Balance, the Group IV-A Principal Balance, the Group V-A        
Principal Balance and the Class B Principal Balance as of such date.            

            Aggregate Subordinated Percentage: As to any Determination Date, the
difference between 100% and the Aggregate Class A Percentage.                   

          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, as amended by the      
Master Servicer pursuant to Section 10.01(b) hereof.                            

    Apportioned Class B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B Certificates, the product of (i) the 
applicable Class B Principal Distribution Amount and (ii) the Apportionment     
Fraction for such Class.                                                        

           Apportionment Fraction: As to any Class of Class B Certificates and
any Distribution Date occurring prior to the Subordination Depletion Date and on
or after the Distribution Date on which the Principal Balance of each Class of  
one Group has been reduced to zero, a fraction, the numerator of which is the   
portion of the Class B Loan Group Optimal Principal Amounts represented by      
clauses (ii) and (iii) of the definition thereof (other than Liquidation        
Proceeds that are not partial Liquidation Proceeds) for which the corresponding 
Class A Certificates are no longer outstanding and the denominator of which is  
the applicable Class B Optimal Principal Amount without regard to the proviso   
thereto.                                                                        

       Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. Initially, the Master Servicer shall be the   
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 I-A-1 Certificates,
Class I-A-2 Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, 
Class III-A-1 Certificates, Class III-A-2 Certificates, Class IV-A-1            
Certificates, Class IV-A-2 Certificates, Class V-A-1 Certificates, Class V-A-2  
Certificates, Class V-A-3 Certificates, Class V-A-4 Certificates, Class V-A-5   
Certificates, Class V-A-6 Certificates, Class V-A-7 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).                 

            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, Wells Fargo Bank; 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. Initially, the Certificate Registrar shall be the Master Servicer.        

           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 I-A-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the 
form set forth in Exhibit A-I-A-1 and Exhibit C hereto.                         

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

       Class I-A-1 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class I-A-1 Certificates would be reduced as a result  
of the application of the third sentence of the definition of Principal Balance.

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

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

Class I-A-2 Loss Allocation Amount: With respect to any 
Determination Date after the Subordination Depletion Date the lesser of (a) the 
Principal Balance of the Class I-A-2 Certificates with respect to such          
Determination Date prior to any reduction for the Class I-A-2 Loss Allocation   
Amount and (b) the Class I-A-1 Loss Amount.                                     

      Class I-A-LR Interest: The residual interest in the Lower-Tier
REMIC, beneficial ownership of which is represented by the Class I-A-R          
Certificate.                                                                    

       Class I-A-R Certificate: The Certificate executed by the Paying
Agent and countersigned by the Authenticating Agent in substantially the form   
set forth in Exhibit A-I-A-R and Exhibit C hereto.                              

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

            Class I-A-R Interest: The residual interest in the Upper-Tier REMIC,
beneficial ownership of which is evidenced by the Class I-A-R Certificate.      

            Class I-L Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly          
distributions as provided in Section 4.01(a)(iii) hereof.                       

       Class I-LS Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

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

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

        Class II-A-1 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class II-A-1 Certificates would be reduced as a result 
of the application of the third sentence of the definition of Principal Balance.

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

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

Class II-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date the lesser of (a) the 
Principal Balance of the Class II-A-2 Certificates with respect to such         
Determination Date prior to any reduction for the Class II-A-2 Loss Allocation  
Amount and (b) the Class II-A-1 Loss Amount.                                    

       Class II-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

        Class II-LS Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

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

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

         Class III-A-1 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class III-A-1 Certificates would be reduced as a result
of the application of the third sentence of the definition of Principal Balance.

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

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

 Class III-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date the lesser of (a) the 
Principal Balance of the Class III-A-2 Certificates with respect to such        
Determination Date prior to any reduction for the Class III-A-2 Loss Allocation 
Amount and (b) the Class III-A-1 Loss Amount.                                   

        Class III-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

         Class III-LS Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

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

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

        Class IV-A-1 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class IV-A-1 Certificates would be reduced as a result 
of the application of the third sentence of the definition of Principal Balance.

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

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

Class IV-A-2 Loss Allocation Amount: With respect to any
Determination Date after the Subordination Depletion Date the lesser of (a) the 
Principal Balance of the Class IV-A-2 Certificates with respect to such         
Determination Date prior to any reduction for the Class IV-A-2 Loss Allocation  
Amount and (b) the Class IV-A-1 Loss Amount.                                    

       Class IV-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

        Class IV-LS Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

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

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

       Class V-A-1 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class V-A-1 Certificates would be reduced as a result  
of the application of the third sentence of the definition of Principal Balance.

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

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

       Class V-A-2 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class V-A-2 Certificates would be reduced as a result  
of the application of the third sentence of the definition of Principal Balance.

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

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

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

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

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

       Class V-A-4 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class V-A-4 Certificates would be reduced as a result  
of the application of the third sentence of the definition of Principal Balance.

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

       Class V-A-5 Certificateholder: The registered holder of a Class
V-A-1 Certificate.                                                              

       Class V-A-5 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class V-A-5 Certificates would be reduced as a result  
of the application of the third sentence of the definition of Principal Balance.

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

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

       Class V-A-6 Loss Amount: With respect to any Determination Date
after the Subordination Depletion Date, the amount, if any, by which the        
Principal Balance of the Class V-A-6 Certificates would be reduced as a result  
of the application of the third sentence of the definition of Principal Balance.

Class V-A-7 Loss Allocation Amount: With respect to any 
Determination Date after the Subordination Depletion Date the lesser of (a) the 
Principal Balance of the Class V-A-7 Certificates with respect to such          
Determination Date prior to any reduction for the Class V-A-7 Loss Allocation   
Amount and (b) the sum of the Class V-A-1 Loss Amount, the Class V-A-2 Loss     
Amount, the Class V-A-3 Loss Amount, the Class V-A-4 Loss Amount, the Class     
V-A-5 Loss Amount and the Class V-A-6 Loss Amount.                              

            Class V-L Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly          
distributions as provided in Section 4.01(a)(iii) hereof.                       

       Class V-LS Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly    
distributions as provided in Section 4.01(a)(iii) hereof.                       

          Class A Certificate: Any of the Group I-A Certificates, Group II-A
Certificates, Group III-A Certificates, Group IV-A Certificates or Group V-A    
Certificates.                                                                   

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

        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 sum of (a) the Group I-A Interest Accrual     
Amount, (b) the Group II-A Interest Accrual Amount, (c) the Group III-A Interest
Accrual Amount, (d) the Group IV-A Interest Accrual Amount and (e) the Group V-A
Interest Accrual Amount.                                                        

           Class A Pass-Through Rate: For each Distribution Date and any Group
I-A- Certificates, the Class A Pass-Through Rate will be a per annum rate equal 
to the Net WAC of the Group I Mortgage Loans. For each Distribution Date and any
Group II-A Certificates, the Class A Pass-Through Rate will be a per annum rate 
equal to the Net WAC of the Group II Mortgage Loans. For each Distribution Date 
and any Group III-A Certificates, the Class A Pass-Through Rate will be a per   
annum rate equal to the Net WAC of the Group III Mortgage Loans. For each       
Distribution Date and any Group IV-A Certificates, the Class A Pass-Through Rate
will be a per annum rate equal to the Net WAC of the Group IV Mortgage Loans.   
For each Distribution Date and any Group V-A Certificates, the Class A          
Pass-Through Rate will be a per annum rate equal to the Net WAC of the Group V  
Mortgage Loans.                                                                 

          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 Group I-A Interest Shortfall Amounts, Group II-A Interest Shortfall Amounts,
Group III-A Interest Shortfall Amounts, Group IV-A Interest Shortfall Amounts   
and Group V-A Interest Shortfall Amounts for such Class 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)(i).          

         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 Distribution
Amount, Class B-2 Distribution Amount, Class B-3 Distribution Amount, Class B-4 
Distribution Amount, Class B-5 Distribution Amount or Class B-6 Distribution    
Amount.                                                                         

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

            Class B Loan Group I 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 Loan Group I Optimal    
Principal Amounts.                                                              

        Class B Loan Group II 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 Loan Group II      
Optimal Principal Amounts.                                                      

         Class B Loan Group III 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 Loan Group III     
Optimal Principal Amounts.                                                      

        Class B Loan Group IV 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 Loan Group IV      
Optimal Principal Amounts.                                                      

            Class B Loan Group V 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 Loan Group V Optimal    
Principal Amounts.                                                              

            Class B Loan Group Optimal Principal Amount: Any of the Class B Loan
Group I Optimal Principal Amount, Class B Loan Group II Optimal Principal       
Amount, Class B Loan Group III Optimal Principal Amount, Class B Loan Group IV  
Optimal Principal Amount or Class B Loan Group V Optimal Principal 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 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 or Class B-6 Optimal Principal Amount.                         

           Class B Pass-Through Rate: As to any Distribution Date, the Class B
Pass-Through Rate will be a per annum rate equal to the weighted average (based 
on the Group Subordinate Amount for each Loan Group) of the Net WACs of the Loan
Groups.                                                                         

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

      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
Paying Agent and countersigned by 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 first, second and third of Section 4.01(a)(ii).                      

         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   
first of Section 4.01(a)(ii).                                                   

  Class B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal Principal Amount calculated only with  
respect to Group I Mortgage Loans and without regard to the proviso thereto.    

   Class B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal Principal Amount calculated only with  
respect to Group II Mortgage Loans and without regard to the proviso thereto.   

    Class B-1 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal Principal Amount calculated only with  
respect to Group III Mortgage Loans and without regard to the proviso thereto.  

   Class B-1 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal Principal Amount calculated only with  
respect to Group IV Mortgage Loans and without regard to the proviso thereto.   

  Class B-1 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class B-1 Optimal Principal Amount calculated only with  
respect to Group V Mortgage Loans and without regard to the proviso thereto.    

           Class B-1 Optimal Principal Amount: As to any Distribution Date and
each Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:   

       (i) the Group I Class B-1 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-1 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-1   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-1 Percentage (with respect to each such Group V Mortgage Loan) 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 Group I Class B-1 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-1
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-1 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-1 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-1 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-1
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-1 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-1 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-1 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-1 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-1   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-1 Percentage (with respect to each such Group V Mortgage Loan) of
    the Substitution Principal Amount with respect to each Mortgage Loan for
    which a Mortgage Loan was substituted during the one month period ending
   on the day preceding the Determination Date for such Distribution Date,
  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 for which a
Mortgage Loan was substituted; and                                  

(II) the Group I Class B-1 Prepayment Percentage, Group II Class B-1 Prepayment 
Percentage, Group III Class B-1 Prepayment Percentage, Group IV Class B-1       
Prepayment Percentage or Group V Class B-1 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group 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 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 third of Section 4.01(a)(ii) 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 Aggregate Adjusted Pool Amount as of  
the preceding Distribution Date less the Aggregate Class A Principal Balance as 
of such Determination Date.                                                     

       Class B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-1 Certificates     
pursuant to Paragraph third of Section 4.01(a)(ii).                             

         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 second of Section 4.01(a)(ii).                                        

          Class B-2 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by 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 fourth, fifth and sixth of Section 4.01(a)(ii).                      

         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   
fourth of Section 4.01(a)(ii).                                                  

  Class B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal Principal Amount calculated only with  
respect to Group I Mortgage Loans and without regard to the proviso thereto.    

   Class B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal Principal Amount calculated only with  
respect to Group II Mortgage Loans and without regard to the proviso thereto.   

    Class B-2 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal Principal Amount calculated only with  
respect to Group III Mortgage Loans and without regard to the proviso thereto.  

   Class B-2 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal Principal Amount calculated only with  
respect to Group IV Mortgage Loans and without regard to the proviso thereto.   

  Class B-2 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class B-2 Optimal Principal Amount calculated only with  
respect to Group V Mortgage Loans and without regard to the proviso thereto.    

           Class B-2 Optimal Principal Amount: As to any Distribution Date and
each Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:   

       (i) the Group I Class B-2 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-2 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-2   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-2 Percentage (with respect to each such Group V Mortgage Loan) 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 Group I Class B-2 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-2
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-2 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-2 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-2 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-2
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-2 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-2 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-2 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-2 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-2   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-2 Percentage (with respect to each such Group V Mortgage Loan) of
    the Substitution Principal Amount with respect to each Mortgage Loan for
    which a Mortgage Loan was substituted during the one month period ending
   on the day preceding the Determination Date for such Distribution Date,
  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 for which a
Mortgage Loan was substituted; and                                  

(II) the Group I Class B-2 Prepayment Percentage, Group II Class B-2 Prepayment 
Percentage, Group III Class B-2 Prepayment Percentage, Group IV Class B-2       
Prepayment Percentage or Group V Class B-2 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group 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 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 sixth of Section 4.01(a)(ii) 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 difference, if any, between the Aggregate Adjusted Pool Amount as of  
the preceding Distribution Date less the sum of the Aggregate Class A Principal 
Balance and the Class B-1 Principal Balance as of such Determination Date.      

       Class B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-2 Certificates     
pursuant to Paragraph sixth of Section 4.01(a)(ii).                             

         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 fifth of Section 4.01(a)(ii).                                         

          Class B-3 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by 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 seventh, eighth and ninth of Section 4.01(a)(ii).                    

         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   
seventh of Section 4.01(a)(ii).                                                 

  Class B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal Principal Amount calculated only with  
respect to Group I Mortgage Loans and without regard to the proviso thereto.    

   Class B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal Principal Amount calculated only with  
respect to Group II Mortgage Loans and without regard to the proviso thereto.   

    Class B-3 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal Principal Amount calculated only with  
respect to Group III Mortgage Loans and without regard to the proviso thereto.  

   Class B-3 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal Principal Amount calculated only with  
respect to Group IV Mortgage Loans and without regard to the proviso thereto.   

  Class B-3 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class B-3 Optimal Principal Amount calculated only with  
respect to Group V Mortgage Loans and without regard to the proviso thereto.    

           Class B-3 Optimal Principal Amount: As to any Distribution Date and
each Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:   

       (i) the Group I Class B-3 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-3 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-3 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-3   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-3 Percentage (with respect to each such Group V Mortgage Loan) 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 Group I Class B-3 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-3
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-3 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-3 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-3 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-3
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-3 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-3 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-3 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-3 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-3 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-3   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-3 Percentage (with respect to each such Group V Mortgage Loan) of
    the Substitution Principal Amount with respect to each Mortgage Loan for
    which a Mortgage Loan was substituted during the one month period ending
   on the day preceding the Determination Date for such Distribution Date,
  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 for which a
Mortgage Loan was substituted; and                                  

(II) the Group I Class B-3 Prepayment Percentage, Group II Class B-3 Prepayment 
Percentage, Group III Class B-3 Prepayment Percentage, Group IV Class B-3       
Prepayment Percentage or Group V Class B-3 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group 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 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 ninth of Section 4.01(a)(ii) 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 Aggregate Adjusted Pool Amount as of  
the preceding Distribution Date less the sum of the Aggregate 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 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-3 Certificates     
pursuant to Paragraph ninth of Section 4.01(a)(ii).                             

         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 eighth of Section 4.01(a)(ii).                                        

          Class B-4 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by 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 tenth, eleventh and twelfth of Section 4.01(a)(ii).                  

         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   
tenth of Section 4.01(a)(ii).                                                   

  Class B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal Principal Amount calculated only with  
respect to Group I Mortgage Loans and without regard to the proviso thereto.    

   Class B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal Principal Amount calculated only with  
respect to Group II Mortgage Loans and without regard to the proviso thereto.   

    Class B-4 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal Principal Amount calculated only with  
respect to Group III Mortgage Loans and without regard to the proviso thereto.  

   Class B-4 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal Principal Amount calculated only with  
respect to Group IV Mortgage Loans and without regard to the proviso thereto.   

  Class B-4 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class B-4 Optimal Principal Amount calculated only with  
respect to Group V Mortgage Loans and without regard to the proviso thereto.    

           Class B-4 Optimal Principal Amount: As to any Distribution Date and
each Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:   

       (i) the Group I Class B-4 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-4 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-4 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-4   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-4 Percentage (with respect to each such Group V Mortgage Loan) 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 Group I Class B-4 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-4
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-4 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-4 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-4 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-4
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-4 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-4 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-4 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-4 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-4 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-4   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-4 Percentage (with respect to each such Group V Mortgage Loan) of
    the Substitution Principal Amount with respect to each Mortgage Loan for
    which a Mortgage Loan was substituted during the one month period ending
   on the day preceding the Determination Date for such Distribution Date,
  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 for which a
Mortgage Loan was substituted; and                                  

(II) the Group I Class B-4 Prepayment Percentage, Group II Class B-4 Prepayment 
Percentage, Group III Class B-4 Prepayment Percentage, Group IV Class B-4       
Prepayment Percentage or Group V Class B-4 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group 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.                                                 

            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 twelfth of Section 4.01(a)(ii) 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 Aggregate Adjusted Pool Amount as of  
the preceding Distribution Date less the sum of the Aggregate 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 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-4 Certificates     
pursuant to Paragraph twelfth of Section 4.01(a)(ii).                           

         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 eleventh of Section 4.01(a)(ii).                                      

          Class B-5 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by 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 thirteenth, fourteenth and fifteenth of Section 4.01(a)(ii).         

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

  Class B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal Principal Amount calculated only with  
respect to Group I Mortgage Loans and without regard to the proviso thereto.    

   Class B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal Principal Amount calculated only with  
respect to Group II Mortgage Loans and without regard to the proviso thereto.   

    Class B-5 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal Principal Amount calculated only with  
respect to Group III Mortgage Loans and without regard to the proviso thereto.  

   Class B-5 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal Principal Amount calculated only with  
respect to Group IV Mortgage Loans and without regard to the proviso thereto.   

  Class B-5 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class B-5 Optimal Principal Amount calculated only with  
respect to Group V Mortgage Loans and without regard to the proviso thereto.    

           Class B-5 Optimal Principal Amount: As to any Distribution Date and
each Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:   

       (i) the Group I Class B-5 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-5 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-5 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-5   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-5 Percentage (with respect to each such Group V Mortgage Loan) 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 Group I Class B-5 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-5
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-5 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-5 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-5 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-5
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-5 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-5 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-5 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-5 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-5 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-5   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-5 Percentage (with respect to each such Group V Mortgage Loan) of
    the Substitution Principal Amount with respect to each Mortgage Loan for
    which a Mortgage Loan was substituted during the one month period ending
   on the day preceding the Determination Date for such Distribution Date,
  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 for which a
Mortgage Loan was substituted; and                                  

(II) the Group I Class B-5 Prepayment Percentage, Group II Class B-5 Prepayment 
Percentage, Group III Class B-5 Prepayment Percentage, Group IV Class B-5       
Prepayment Percentage or Group V Class B-5 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group 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 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 fifteenth of Section 4.01(a)(ii) 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 Aggregate Adjusted Pool Amount as
of the preceding Distribution Date less the sum of the Aggregate 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 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-5 Certificates     
pursuant to Paragraph fifteenth of Section 4.01(a)(ii).                         

         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 fourteenth of Section 4.01(a)(ii).                                    

          Class B-6 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by 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 sixteenth, seventeenth and eighteenth of Section 4.01(a)(ii).        

         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   
sixteenth of Section 4.01(a)(ii).                                               

  Class B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal Principal Amount calculated only with  
respect to Group I Mortgage Loans and without regard to the proviso thereto.    

   Class B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal Principal Amount calculated only with  
respect to Group II Mortgage Loans and without regard to the proviso thereto.   

    Class B-6 Loan Group III Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal Principal Amount calculated only with  
respect to Group III Mortgage Loans and without regard to the proviso thereto.  

   Class B-6 Loan Group IV Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal Principal Amount calculated only with  
respect to Group IV Mortgage Loans and without regard to the proviso thereto.   

  Class B-6 Loan Group V Optimal Principal Amount: As to any
Distribution Date, the Class B-6 Optimal Principal Amount calculated only with  
respect to Group V Mortgage Loans and without regard to the proviso thereto.    

           Class B-6 Optimal Principal Amount: As to any Distribution Date and
each Outstanding Mortgage Loan, an amount equal to the sum of (I) the sum of:   

       (i) the Group I Class B-6 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-6 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-6 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-6   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-6 Percentage (with respect to each such Group V Mortgage Loan) 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 Group I Class B-6 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-6
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-6 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-6 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-6 Prepayment Percentage (with respect to
      each such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage
   (with respect to each such Group II Mortgage Loan), Group III Class B-6
      Prepayment Percentage (with respect to each such Group III Mortgage Loan),
     Group IV Class B-6 Prepayment Percentage (with respect to each such Group
      IV Mortgage Loan) or Group V Class B-6 Prepayment Percentage (with respect
     to each such Group V Mortgage Loan) 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 Group I Class B-6 Percentage (with respect to each such
  Group I Mortgage Loan), Group II Class B-6 Percentage (with respect to
   each such Group II Mortgage Loan), Group III Class B-6 Percentage (with
respect to each such Group III Mortgage Loan), Group IV Class B-6   
    Percentage (with respect to each such Group IV Mortgage Loan) or Group V
     Class B-6 Percentage (with respect to each such Group V Mortgage Loan) of
    the Substitution Principal Amount with respect to each Mortgage Loan for
    which a Mortgage Loan was substituted during the one month period ending
   on the day preceding the Determination Date for such Distribution Date,
  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 for which a
Mortgage Loan was substituted; and                                  

(II) the Group I Class B-6 Prepayment Percentage, Group II Class B-6 Prepayment 
Percentage, Group III Class B-6 Prepayment Percentage, Group IV Class B-6       
Prepayment Percentage or Group V Class B-6 Prepayment Percentage, as applicable,
of the Recovery for each Loan Group 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 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 eighteenth of Section 4.01(a)(ii); provided, however, if  
the Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of  
the preceding Distribution Date less the sum of the Aggregate 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 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-6 Certificates     
pursuant to Paragraph eighteenth of Section 4.01(a)(ii).                        

         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 seventeenth of Section 4.01(a)(ii).                                   

          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 11.13.                                                     

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

         Commission: The United States Securities and Exchange Commission.

         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: With respect to (a) the Trustee, the office
of the Trustee at which at any particular time its duties under this Agreement  
shall be administered, which office, at the date of the execution of this       
instrument, is located at 452 Fifth Avenue, New York, New York 10018, Attention:
WFMBS 2006-AR10 and (b) the Paying Agent, Certificate Registrar and             
Authenticating Agent, for Certificate transfer purposes at Wells Fargo Center,  
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479 Attn: Corporate 
Trust Services--WFMBS 2006-AR10, and for all other purposes at 9062 Old         
Annapolis Blvd., Columbia, Maryland 21045 Attn: Corporate Trust Services--WFMBS 
2006-AR10.                                                                      

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

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

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

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

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

            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 first, fourth, seventh, tenth, thirteenth and sixteenth  
of Section 4.01(a)(ii) 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 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 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 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 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 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              

            (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 June 29,
2006, 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.                  

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.                                           

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

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

            Due Date: With respect to 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 two separate REMICs or result in the imposition of any    
federal tax on either the Upper-Tier REMIC or the Lower-Tier 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 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 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 Certificates is July 25, 2036, which corresponds to the "latest   
possible maturity date" for purposes of Section 860G(a)(1) of the Internal      
Revenue Code of 1986, as amended.                                               

Fitch: Fitch Ratings, or its successor in interest.     

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

       Form 8-K Disclosure Information: As defined in Section 3.12(c).

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

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

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

     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.                                                   

        Gross Margin: As to each Mortgage Loan, the fixed percentage set
forth in the related Mortgage Note and indicated in the Mortgage Loan Schedule  
as the "Gross Margin," which percentage is added to the Index on each Adjustment
Date to determine (subject to rounding, the Periodic Cap and the Rate Ceiling)  
the Mortgage Interest Rate on such Mortgage Loan until the next Adjustment Date.

           Group: The Group I-A Certificates, the Group II-A Certificates, the
Group III-A Certificates, the Group IV-A Certificates or the Group V-A          
Certificates.                                                                   

        Group Subordinate Amount: Any of the Group I Subordinate Amount,
Group II Subordinate Amount, Group III Subordinate Amount, Group IV Subordinate 
Amount or Group V Subordinate Amount.                                           

            Group I Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage    
Loans minus the sum of (i) all amounts in respect of principal received in      
respect of the Group I 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 Group I    
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 Group I 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.                                                              

          Group I Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the 
numerator of which is the Group I Subordinate Amount and the denominator of     
which is the sum of the Group I Subordinate Amount, the Group II Subordinate    
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and   
the Group V Subordinate Amount.                                                 

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

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

      Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by 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 Class B Principal Balance.                          

       Group I Class B-1 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by    
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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-1 Certificates are the only  
Class B Certificates eligible to receive such unscheduled principal             
distributions in accordance with Section 4.01(d)(i), the Group I Class B-1      
Prepayment Percentage for such unscheduled principal distributions for such     
Distribution Date will be one.                                                  

      Group I Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group I 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 Class B Principal Balance.                      

       Group I 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 Group I 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group I Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group I 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 Class B Principal Balance.                      

       Group I 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 Group I 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group I Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group I 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 Class B Principal Balance.                      

       Group I 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 Group I 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group I Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group I 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 Class B Principal Balance.                      

       Group I 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 Group I 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group I Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group I 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 Class B Principal Balance.                      

       Group I 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 Group I 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group I Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group I Mortgage Loans.                               

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

          Group I Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group I-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 Group I Mortgage Loans (including, without     
limitation, the proceeds of any repurchase of a Group I 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 with respect to Group I Mortgage Loans by a Servicer pursuant to  
the related Servicing Agreement or Periodic Advances with respect to Group I    
Mortgage Loans 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) with respect to a Group I Mortgage Loan 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 with
respect to a Group I Mortgage Loan 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 with respect to a Group I Mortgage Loan by
the Master Servicer or the Trustee;                                 

            (c) that portion of each payment of interest on a particular Group I
    Mortgage Loan which represent (i) the applicable Servicing Fee, (ii) the
Master Servicing Fee and (iii) any Incremental Interest;            

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

        (e) all Unscheduled Principal Receipts received by the Servicers
   with respect to Group I Mortgage Loans 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 Group I 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 Substitution Principal Amounts with respect to any
    Group I Mortgage Loans for which Group I Mortgage Loans were substituted
on or following the Determination Date in the month in which such   
Distribution Date occurs;                                           

      (g) that portion of Liquidation Proceeds and REO Proceeds with
      respect to any Group I Mortgage Loan which represents any unpaid Servicing
Fee, Master Servicing Fee or Incremental Interest;                  

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

     (i) Liquidation Profits in respect of Group I Mortgage Loans;

    (j) Month End Interest in respect of Group I Mortgage Loans;

      (k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group I Mortgage Loans; and                              

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

           Group I Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group I Pool Balance over (ii) the Group I-A Principal Balance.      

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

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

       Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group II      
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group II 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 Group II   
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of 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 Group II 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.                                                         

           Group II Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the 
numerator of which is the Group II Subordinate Amount and the denominator of    
which is the sum of the Group I Subordinate Amount, Group II Subordinate Amount,
Group III Subordinate Amount, Group IV Subordinate Amount and Group V           
Subordinate Amount.                                                             

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

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

       Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group II Subordinated Percentage by
(ii) 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 Class B Principal Balance.                      

        Group II Class B-1 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by    
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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-1 Certificates are the only  
Class B Certificates eligible to receive such unscheduled principal             
distributions in accordance with Section 4.01(d)(i), the Group II Class B-1     
Prepayment Percentage for such unscheduled principal distributions for such     
Distribution Date will be one.                                                  

       Group II Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group II 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 Class B Principal Balance.                      

        Group II 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 Group II 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group II Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group II 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 Class B Principal Balance.                      

        Group II 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 Group II 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group II Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group II 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 Class B Principal Balance.                      

        Group II 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 Group II 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group II Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group II 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 Class B Principal Balance.                      

        Group II 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 Group II 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group II Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group II 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 Class B Principal Balance.                      

        Group II 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 Group II 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group II Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group II Mortgage Loans.                              

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

           Group II Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group II-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 Group II Mortgage Loans (including, without    
limitation, the proceeds of any repurchase of a Group II 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 with respect to Group II Mortgage Loans by a Servicer pursuant to 
the related Servicing Agreement or Periodic Advances with respect to Group II   
Mortgage Loans 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) with respect to a Group II Mortgage Loan 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
    with respect to a Group II Mortgage Loan 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 with respect to a Group II Mortgage Loan by
the Master Servicer or the Trustee;                                 

                (c) that portion of each payment of interest on a particular
     Group II Mortgage Loan which represents (i) the applicable Servicing Fee,
(ii) the Master Servicing Fee and (iii) any Incremental Interest;   

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

          (e) all Unscheduled Principal Receipts received by the
  Servicers with respect to Group II Mortgage Loans 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 Group II 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 Substitution Principal Amounts with
    respect to any Group II Mortgage Loans for which Group II Mortgage Loans
   were substituted on or following the Determination Date in the month in
which such Distribution Date occurs;                                

                  (g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group II Mortgage Loan which represents any unpaid   
Servicing Fee, Master Servicing Fee or Incremental Interest;        

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

                  (i) Liquidation Profits in respect of Group II Mortgage Loans;

                 (j) Month End Interest in respect of Group II Mortgage Loans;

                  (k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group II Mortgage Loans; and                             

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

            Group II Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group II Pool Balance over (ii) the Group II-A Principal Balance.    

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

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

        Group III Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group III     
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group III 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 Group III  
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 Group III 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.                                                         

            Group III Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the 
numerator of which is the Group III Subordinate Amount and the denominator of   
which is the sum of the Group I Subordinate Amount, the Group II Subordinate    
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and   
the Group V Subordinate Amount.                                                 

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

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

        Group III Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group III Subordinated Percentage by 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 Class B Principal Balance.                          

         Group III Class B-1 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by    
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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-1 Certificates are the only  
Class B Certificates eligible to receive such unscheduled principal             
distributions in accordance with Section 4.01(d)(i), the Group III Class B-1    
Prepayment Percentage for such unscheduled principal distributions for such     
Distribution Date will be one.                                                  

        Group III Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.                      

         Group III 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 Group III 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group III Class B-2 Prepayment Percentage for such      
unscheduled principal distributions for such Distribution Date will be zero.    

        Group III Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.                      

         Group III 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 Group III 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group III Class B-3 Prepayment Percentage for such      
unscheduled principal distributions for such Distribution Date will be zero.    

        Group III Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.                      

         Group III 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 Group III 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group III Class B-4 Prepayment Percentage for such      
unscheduled principal distributions for such Distribution Date will be zero.    

        Group III Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.                      

         Group III 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 Group III 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group III Class B-5 Prepayment Percentage for such      
unscheduled principal distributions for such Distribution Date will be zero.    

        Group III Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group III 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 Class B Principal Balance.                      

         Group III 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 Group III 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group III Class B-6 Prepayment Percentage for such      
unscheduled principal distributions for such Distribution Date will be zero.    

        Group III Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group III Mortgage Loans.                             

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

            Group III Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group III-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 Group III Mortgage Loans (including, without   
limitation, the proceeds of any repurchase of a Group III 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 with respect to Group III Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group III  
Mortgage Loans 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) with respect to a Group III Mortgage Loan 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 with
respect to a Group III Mortgage Loan 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 with respect to a Group III Mortgage Loan
by the Master Servicer or the Trustee;                              

          (c) that portion of each payment of interest on a particular Group
    III Mortgage Loan which represent (i) the applicable Servicing Fee, (ii)
the Master Servicing Fee and (iii) any Incremental Interest;        

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

        (e) all Unscheduled Principal Receipts received by the Servicers
     with respect to Group III Mortgage Loans 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 Group III 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 Substitution Principal Amounts with respect to any
Group III Mortgage Loans for which Group III Mortgage Loans were    
    substituted on or following the Determination Date in the month in which
such Distribution Date occurs;                                      

      (g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group III Mortgage Loan which represents any unpaid  
Servicing Fee, Master Servicing Fee or Incremental Interest;        

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

       (i) Liquidation Profits in respect of Group III Mortgage Loans;

      (j) Month End Interest in respect of Group III Mortgage Loans;

      (k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group III Mortgage Loans; and                            

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

      Group III Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group III Pool Balance over (ii) the Group III-A Principal    
Balance.                                                                        

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

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

       Group IV Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group IV      
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group IV 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 Group IV   
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 Group IV 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.                                                         

           Group IV Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the 
numerator of which is the Group IV Subordinate Amount and the denominator of    
which is the sum of the Group I Subordinate Amount, the Group II Subordinate    
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and   
the Group V Subordinate Amount.                                                 

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

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

       Group IV Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group IV Subordinated Percentage by 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 Class B Principal Balance.                          

        Group IV Class B-1 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by    
multiplying (i) the Group IV Subordinated Prepayment Percentage by (ii) 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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-1 Certificates are the only  
Class B Certificates eligible to receive such unscheduled principal             
distributions in accordance with Section 4.01(d)(i), the Group IV Class B-1     
Prepayment Percentage for such unscheduled principal distributions for such     
Distribution Date will be one.                                                  

       Group IV Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group IV 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 Class B Principal Balance.                      

        Group IV 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 Group IV 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group IV Class B-2 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group IV Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group IV 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 Class B Principal Balance.                      

        Group IV 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 Group IV 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group IV Class B-3 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group IV Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group IV 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 Class B Principal Balance.                      

        Group IV 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 Group IV 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group IV Class B-4 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group IV Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group IV 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 Class B Principal Balance.                      

        Group IV 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 Group IV 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group IV Class B-5 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group IV Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group IV 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 Class B Principal Balance.                      

        Group IV 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 Group IV 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group IV Class B-6 Prepayment Percentage for such       
unscheduled principal distributions for such Distribution Date will be zero.    

       Group IV Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group IV Mortgage Loans.                              

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

           Group IV Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group IV-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 Group IV Mortgage Loans (including, without    
limitation, the proceeds of any repurchase of a Group IV 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 with respect to Group IV Mortgage Loans by a Servicer pursuant to 
the related Servicing Agreement or Periodic Advances with respect to Group IV   
Mortgage Loans 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) with respect to a Group IV Mortgage Loan 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 with
respect to a Group IV Mortgage Loan 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 with respect to a Group IV Mortgage Loan by
the Master Servicer or the Trustee;                                 

          (c) that portion of each payment of interest on a particular Group
   IV Mortgage Loan which represent (i) the applicable Servicing Fee, (ii)
the Master Servicing Fee and (iii) any Incremental Interest;        

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

        (e) all Unscheduled Principal Receipts received by the Servicers
    with respect to Group IV Mortgage Loans 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 Group IV 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 Substitution Principal Amounts with respect to any
      Group IV Mortgage Loans for which Group IV Mortgage Loans were substituted
on or following the Determination Date in the month in which such   
Distribution Date occurs;                                           

      (g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group IV Mortgage Loan which represents any unpaid   
Servicing Fee, Master Servicing Fee or Incremental Interest;        

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

      (i) Liquidation Profits in respect of Group IV Mortgage Loans;

     (j) Month End Interest in respect of Group IV Mortgage Loans;

      (k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group IV Mortgage Loans; and                             

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

            Group IV Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group IV Pool Balance over (ii) the Group IV-A Principal Balance.    

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

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

            Group V Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group V Mortgage    
Loans minus the sum of (i) all amounts in respect of principal received in      
respect of the Group V 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 Group V    
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 Group V 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.                                                              

          Group V Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the 
numerator of which is the Group V Subordinate Amount and the denominator of     
which is the sum of the Group I Subordinate Amount, the Group II Subordinate    
Amount, the Group III Subordinate Amount, the Group IV Subordinate Amount and   
the Group V Subordinate Amount.                                                 

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

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

      Group V Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group V Subordinated Percentage by 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 Class B Principal Balance.                          

       Group V Class B-1 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by    
multiplying (i) the Group V Subordinated Prepayment Percentage by (ii) 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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-1 Certificates are the only  
Class B Certificates eligible to receive such unscheduled principal             
distributions in accordance with Section 4.01(d)(i), the Group V Class B-1      
Prepayment Percentage for such unscheduled principal distributions for such     
Distribution Date will be one.                                                  

      Group V Class B-2 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group V 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 Class B Principal Balance.                      

       Group V 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 Group V 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group V Class B-2 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group V Class B-3 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group V 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 Class B Principal Balance.                      

       Group V 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 Group V 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group V Class B-3 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group V Class B-4 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group V 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 Class B Principal Balance.                      

       Group V 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 Group V 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group V Class B-4 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group V Class B-5 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group V 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 Class B Principal Balance.                      

       Group V 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 Group V 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group V Class B-5 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group V Class B-6 Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Group V 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 Class B Principal Balance.                      

       Group V 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 Group V 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 (a) for the purpose of allocating Liquidation Proceeds  
(other than Partial Liquidation Proceeds), the Class B Principal Balance and (b)
for the purpose of allocating all other unscheduled principal distributions, the
Principal Balances of the Classes of Class B Certificates eligible to receive   
such unscheduled 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 such unscheduled principal distributions in accordance with 
Section 4.01(d)(i), the Group V Class B-6 Prepayment Percentage for such        
unscheduled principal distributions for such Distribution Date will be zero.    

      Group V Mortgage Loans: Those Mortgage Loans identified in the
Mortgage Loan Schedule as Group V Mortgage Loans.                               

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

          Group V Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group V-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 Group V Mortgage Loans (including, without     
limitation, the proceeds of any repurchase of a Group V 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 with respect to Group V Mortgage Loans by a Servicer pursuant to  
the related Servicing Agreement or Periodic Advances with respect to Group V    
Mortgage Loans 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) with respect to a Group V Mortgage Loan 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 with
respect to a Group V Mortgage Loan 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 with respect to a Group V Mortgage Loan by
the Master Servicer or the Trustee;                                 

            (c) that portion of each payment of interest on a particular Group V
    Mortgage Loan which represent (i) the applicable Servicing Fee, (ii) the
Master Servicing Fee and (iii) any Incremental Interest;            

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

        (e) all Unscheduled Principal Receipts received by the Servicers
   with respect to Group V Mortgage Loans 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 Group V 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 Substitution Principal Amounts with respect to any
    Group V Mortgage Loans for which Group V Mortgage Loans were substituted
on or following the Determination Date in the month in which such   
Distribution Date occurs;                                           

      (g) that portion of Liquidation Proceeds and REO Proceeds with
      respect to any Group V Mortgage Loan which represents any unpaid Servicing
Fee, Master Servicing Fee or Incremental Interest;                  

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

     (i) Liquidation Profits in respect of Group V Mortgage Loans;

    (j) Month End Interest in respect of Group V Mortgage Loans;

      (k) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group V Mortgage Loans; and                              

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

           Group V Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group V Pool Balance over (ii) the Group V-A Principal Balance.      

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

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

          Group I-A Certificate: Any Class I-A-1, Class I-A-2 or Class I-A-R
Certificate.                                                                    

          Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates, the amount distributable to such Class of Group
I-A Certificates pursuant to Paragraphs first clause (A), second clause (A) and 
third clause (A) of Section 4.01(a)(i).                                         

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

          Group I-A Interest Percentage: As to any Distribution Date and any
Class of Group I-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 Group I-A Interest Accrual Amount (determined 
without regard to clause (ii) of the definition of each Interest Accrual        
Amount).                                                                        

            Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-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 clause (A) of Section 4.01(a)(i).                               

           Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the Group I-A Principal Balance.                                       

       Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the      
Principal Balance of such Class by the Group I-A Loss Denominator (determined   
without regard to any such Principal Balance of any Class of Group I-A          
Certificates not then outstanding), in each case determined as of the preceding 
Determination Date.                                                             

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

           Group I-A Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that is
an Outstanding Mortgage Loan, of:                                               

                (i) the Group I-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 Group I-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 Group I-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 such Distribution Date,
    was repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08;
and                                                                 

               (iv) the Group I-A Percentage of the Substitution Principal
   Amount with respect to each Mortgage Loan for which a Mortgage Loan was
   substituted during the one month period ending on the day preceding the
    Determination Date for such Distribution Date, 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 for which a Mortgage Loan was substituted;
and                                                                 

     (II) the Group I-A Prepayment Percentage of the Recovery for Loan Group I
for such Distribution Date.                                         

         Group I-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the  
percentage obtained by dividing the Group I-A Principal Balance (determined as  
of the Determination Date preceding such Distribution Date) by the Group I Pool 
Balance. As to any Distribution Date occurring subsequent to the Subordination  
Depletion Date, 100% or such lesser percentage which will cause the Group I-A   
Principal Balance to decline to zero following the distribution made on such    
Distribution Date.                                                              

           Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in June 2013, 100%. As to any Distribution Date 
subsequent to June 2013 to and including the Distribution Date in June 2014, the
Group I-A Percentage as of such Distribution Date plus 70% of the Group I       
Subordinated Percentage as of such Distribution Date. As to any Distribution    
Date subsequent to June 2014 to and including the Distribution Date in June     
2015, the Group I-A Percentage as of such Distribution Date plus 60% of the     
Group I Subordinated Percentage as of such Distribution Date. As to any         
Distribution Date subsequent to June 2015 to and including the Distribution Date
in June 2016, the Group I-A Percentage as of such Distribution Date plus 40% of 
the Group I Subordinated Percentage as of such Distribution Date. As to any     
Distribution Date subsequent to June 2016 to and including the Distribution Date
in June 2017, the Group I-A Percentage as of such Distribution Date plus 20% of 
the Group I Subordinated Percentage as of such Distribution Date. As to any     
Distribution Date subsequent to June 2017, the Group I-A Percentage as of such  
Distribution Date.                                                              

        No reduction of the level of the Group I-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)  
the average outstanding principal balance on such Distribution Date and for the 
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that 
were delinquent 60 days or more (including for this purpose any Mortgage Loans  
in foreclosure and Mortgage Loans with respect to which the related Mortgaged   
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original         
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including July 2013 and June 2014 (2) 35%, if such Distribution Date occurs 
between and including July 2014 and June 2015, (3) 40%, if such Distribution    
Date occurs between and including July 2015 and June 2016, (4) 45%, if such     
Distribution Date occurs between and including July 2016 and June 2017, and (5) 
50%, if such Distribution Date occurs during or after July 2017.                

            Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding criteria are not met, the reduction of the Group I-A     
Prepayment Percentage described in the second through sixth sentences of this   
definition of Group I-A Prepayment Percentage shall not be applicable with      
respect to such Distribution Date. In such event, the Group I-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 of this 
definition, which was actually used to determine the Group I-A Prepayment       
Percentage for the Distribution Date occurring in the June preceding such       
Distribution Date (it being understood that for the purposes of the             
determination of the Group I-A Prepayment Percentage for the current            
Distribution Date, the current Group I-A Percentage and Group I Subordinated    
Percentage shall be utilized).                                                  

           In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinated     
Percentage is equal to or greater than twice the Aggregate Subordinated         
Percentage as of the Cut-Off Date, (ii) the average outstanding principal       
balance on such Distribution Date and for the preceding five Distribution Dates 
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more   
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the   
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A) 
prior to the Distribution Date in July 2009, cumulative Realized Losses on the  
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group I-A Prepayment Percentage for such Distribution
Date will equal the Group I-A Percentage for such Distribution Date plus 50% of 
the Group I Subordinated Percentage for such Distribution Date or (B) on or     
after the Distribution Date in July 2009, cumulative Realized Losses on the     
Mortgage Loans in all Loan Groups do not exceed 30% of the Original Subordinated
Principal Amount, then the Group I-A Prepayment Percentage for such Distribution
Date will equal the Group I-A Percentage for such Distribution Date.            

       Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,    
then the Group I-A Prepayment Percentage will equal 100%.                       

   If on any Distribution Date the allocation to the Group I-A
Certificates of Unscheduled Principal Receipts and other amounts in the         
percentage required above would reduce the Group I-A Principal Balance below    
zero, the Group I-A Prepayment Percentage for such Distribution Date will be    
limited to the percentage necessary to reduce the Group I-A Principal Balance to
zero. In addition, once the Group I-A Principal Balance has been reduced to     
zero, the Group I-A Prepayment Percentage will be 0%.                           

    With respect to any Distribution Date on which the Group I-A
Prepayment Percentage is reduced below the Group I-A Prepayment Percentage for  
the prior Distribution Date, the Master Servicer shall certify to the Trustee,  
based upon information provided by each Servicer as to the Mortgage Loans       
serviced by it that the criteria set forth in this definition are met.          

           Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Group I-A Certificates.                   

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

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

 Group II-A Certificate: Any Class II-A-1 and Class II-A-2
Certificate.                                                                    

           Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates, the amount distributable to such Class of     
Group II-A Certificates pursuant to Paragraphs first clause (B), second clause  
(B) and third clause (B) of Section 4.01(a)(i).                                 

            Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates  
with respect to such Distribution Date.                                         

           Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-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 Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual        
Amount).                                                                        

         Group II-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group II-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 clause (B) of Section 4.01(a)(i).                            

            Group II-A Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Principal Balance.                                      

        Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the     
Principal Balance of such Class by the Group II-A Loss Denominator (determined  
without regard to any such Principal Balance of any Class of Group II-A         
Certificates not then outstanding), in each case determined as of the preceding 
Determination Date.                                                             

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

            Group II-A Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan that  
is an Outstanding Mortgage Loan, of:                                            

                 (i) the Group II-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 Group II-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 Group II-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 Group II-A Percentage of the Substitution Principal
   Amount with respect to each Mortgage Loan for which a Mortgage Loan was
   substituted during the one month period ending on the day preceding the
    Determination Date for such Distribution Date, 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 for which a Mortgage Loan was substituted;
and                                                                 

    (II) the Group II-A Prepayment Percentage of the Recovery for Loan Group
II for such Distribution Date.                                      

          Group II-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the  
percentage obtained by dividing the Group II-A Principal Balance (determined as 
of the Determination Date preceding such Distribution Date) by the Group II Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination  
Depletion Date, 100% or such lesser percentage which will cause the Group II-A  
Principal Balance to decline to zero following the distribution made on such    
Distribution Date.                                                              

            Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in June 2013, 100%. As to any Distribution Date 
subsequent to June 2013 to and including the Distribution Date in June 2014, the
Group II-A Percentage as of such Distribution Date plus 70% of the Group II     
Subordinated Percentage as of such Distribution Date. As to any Distribution    
Date subsequent to June 2014 to and including the Distribution Date in June     
2015, the Group II-A Percentage as of such Distribution Date plus 60% of the    
Group II Subordinated Percentage as of such Distribution Date. As to any        
Distribution Date subsequent to June 2015 to and including the Distribution Date
in June 2016, the Group II-A Percentage as of such Distribution Date plus 40% of
the Group II Subordinated Percentage as of such Distribution Date. As to any    
Distribution Date subsequent to June 2016 to and including the Distribution Date
in June 2017, the Group II-A Percentage as of such Distribution Date plus 20% of
the Group II Subordinated Percentage as of such Distribution Date. As to any    
Distribution Date subsequent to June 2017, the Group II-A Percentage as of such 
Distribution Date.                                                              

         No reduction of the level of the Group II-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)  
the average outstanding principal balance on such Distribution Date and for the 
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that 
were delinquent 60 days or more (including for this purpose any Mortgage Loans  
in foreclosure and Mortgage Loans with respect to which the related Mortgaged   
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original         
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including July 2013 and June 2014 (2) 35%, if such Distribution Date occurs 
between and including July 2014 and June 2015, (3) 40%, if such Distribution    
Date occurs between and including July 2015 and June 2016, (4) 45%, if such     
Distribution Date occurs between and including July 2016 and June 2017, and (5) 
50%, if such Distribution Date occurs during or after July 2017.                

            Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding criteria are not met, the reduction of the Group II-A    
Prepayment Percentage described in the second through sixth sentences of this   
definition of Group II-A Prepayment Percentage shall not be applicable with     
respect to such Distribution Date. In such event, the Group II-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 of this 
definition, which was actually used to determine the Group II-A Prepayment      
Percentage for the Distribution Date occurring in the June preceding such       
Distribution Date (it being understood that for the purposes of the             
determination of the Group II-A Prepayment Percentage for the current           
Distribution Date, the current Group II-A Percentage and Group II Subordinated  
Percentage shall be utilized).                                                  

           In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinated     
Percentage is equal to or greater than twice the Aggregate Subordinated         
Percentage as of the Cut-Off Date, (ii) the average outstanding principal       
balance on such Distribution Date and for the preceding five Distribution Dates 
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more   
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the   
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A) 
prior to the Distribution Date in July 2009, cumulative Realized Losses on the  
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group II-A Prepayment Percentage for such            
Distribution Date will equal the Group II-A Percentage for such Distribution    
Date plus 50% of the Group II Subordinated Percentage for such Distribution Date
or (B) on or after the Distribution Date in July 2009, cumulative Realized      
Losses on the Mortgage Loans in all Loan Groups do not exceed 30% of the        
Original Subordinated Principal Amount, then the Group II-A Prepayment          
Percentage for such Distribution Date will equal the Group II-A Percentage for  
such Distribution Date.                                                         

       Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,    
then the Group II-A Prepayment Percentage will equal 100%.                      

    If on any Distribution Date the allocation to the Group II-A
Certificates of Unscheduled Principal Receipts and other amounts in the         
percentage required above would reduce the Group II-A Principal Balance below   
zero, the Group II-A Prepayment Percentage for such Distribution Date will be   
limited to the percentage necessary to reduce the Group II-A Principal Balance  
to zero. In addition, once the Group II-A Principal Balance has been reduced to 
zero, the Group II-A Prepayment Percentage will be 0%.                          

     With respect to any Distribution Date on which the Group II-A
Prepayment Percentage is reduced below the Group II-A Prepayment Percentage for 
the prior Distribution Date, the Master Servicer shall certify to the Trustee,  
based upon information provided by each Servicer as to the Mortgage Loans       
serviced by it that the criteria set forth in this definition are met.          

            Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Group II-A Certificates.                  

        Group II-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group II-A  
Certificates pursuant to Paragraph third clause (B) of Section 4.01(a)(i).      

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

    Group III-A Certificate: Any Class III-A-1 and Class III-A-2
Certificate.                                                                    

            Group III-A Distribution Amount: As to any Distribution Date and any
Class of Group III-A Certificates, the amount distributable to such Class of    
Group III-A Certificates pursuant to Paragraphs first clause (C), second clause 
(C) and third clause (C) of Section 4.01(a)(i).                                 

         Group III-A Interest Accrual Amount: As to any Distribution Date,
the sum of the Interest Accrual Amounts for the Classes of Group III-A          
Certificates with respect to such Distribution Date.                            

            Group III-A Interest Percentage: As to any Distribution Date and any
Class of Group III-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 Group III-A Interest Accrual Amount           
(determined without regard to clause (ii) of the definition of each Interest    
Accrual Amount).                                                                

          Group III-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group III-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 clause (C) of Section 4.01(a)(i).                            

      Group III-A Loss Denominator: As to any Determination Date, an
amount equal to the Group III-A Principal Balance.                              

         Group III-A Loss Percentage: As to any Determination Date and any
Class of Group III-A Certificates, the percentage calculated by dividing the    
Principal Balance of such Class by the Group III-A Loss Denominator (determined 
without regard to any such Principal Balance of any Class of Group III-A        
Certificates not then outstanding), in each case determined as of the preceding 
Determination Date.                                                             

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

          Group III-A Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group III Mortgage Loan   
that is an Outstanding Mortgage Loan, of:                                       

                  (i) the Group III-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 Group III-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 Group III-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 Group III-A Percentage of the Substitution Principal
   Amount with respect to each Mortgage Loan for which a Mortgage Loan was
   substituted during the one month period ending on the day preceding the
    Determination Date for such Distribution Date, 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 for which a Mortgage Loan was substituted;
and                                                                 

     (II) the Group III-A Prepayment Percentage of the Recovery for Loan Group
III for such Distribution Date.                                     

           Group III-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the  
percentage obtained by dividing the Group III-A Principal Balance (determined as
of the Determination Date preceding such Distribution Date) by the Group III    
Pool Balance. As to any Distribution Date occurring subsequent to the           
Subordination Depletion Date, 100% or such lesser percentage which will cause   
the Group III-A Principal Balance to decline to zero following the distribution 
made on such Distribution Date.                                                 

         Group III-A Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in June 2013, 100%. As to any Distribution  
Date subsequent to June 2013 to and including the Distribution Date in June     
2014, the Group III-A Percentage as of such Distribution Date plus 70% of the   
Group III Subordinated Percentage as of such Distribution Date. As to any       
Distribution Date subsequent to June 2014 to and including the Distribution Date
in June 2015, the Group III-A Percentage as of such Distribution Date plus 60%  
of the Group III Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to June 2015 to and including the Distribution Date
in June 2016, the Group III-A Percentage as of such Distribution Date plus 40%  
of the Group III Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to June 2016 to and including the Distribution Date
in June 2017, the Group III-A Percentage as of such Distribution Date plus 20%  
of the Group III Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to June 2017, the Group III-A Percentage as of such
Distribution Date.                                                              

          No reduction of the level of the Group III-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)  
the average outstanding principal balance on such Distribution Date and for the 
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that 
were delinquent 60 days or more (including for this purpose any Mortgage Loans  
in foreclosure and Mortgage Loans with respect to which the related Mortgaged   
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original         
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including July 2013 and June 2014 (2) 35%, if such Distribution Date occurs 
between and including July 2014 and June 2015, (3) 40%, if such Distribution    
Date occurs between and including July 2015 and June 2016, (4) 45%, if such     
Distribution Date occurs between and including July 2016 and June 2017, and (5) 
50%, if such Distribution Date occurs during or after July 2017.                

            Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding criteria are not met, the reduction of the Group III-A   
Prepayment Percentage described in the second through sixth sentences of this   
definition of Group III-A Prepayment Percentage shall not be applicable with    
respect to such Distribution Date. In such event, the Group III-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 of this 
definition, which was actually used to determine the Group III-A Prepayment     
Percentage for the Distribution Date occurring in the June preceding such       
Distribution Date (it being understood that for the purposes of the             
determination of the Group III-A Prepayment Percentage for the current          
Distribution Date, the current Group III-A Percentage and Group III Subordinated
Percentage shall be utilized).                                                  

           In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinated     
Percentage is equal to or greater than twice the Aggregate Subordinated         
Percentage as of the Cut-Off Date, (ii) the average outstanding principal       
balance on such Distribution Date and for the preceding five Distribution Dates 
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more   
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the   
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A) 
prior to the Distribution Date in July 2009, cumulative Realized Losses on the  
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group III-A Prepayment Percentage for such           
Distribution Date will equal the Group III-A Percentage for such Distribution   
Date plus 50% of the Group III Subordinated Percentage for such Distribution    
Date or (B) on or after the Distribution Date in July 2009, cumulative Realized 
Losses on the Mortgage Loans in all Loan Groups do not exceed 30% of the        
Original Subordinated Principal Amount, then the Group III-A Prepayment         
Percentage for such Distribution Date will equal the Group III-A Percentage for 
such Distribution Date.                                                         

       Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,    
then the Group III-A Prepayment Percentage will equal 100%.                     

     If on any Distribution Date the allocation to the Group III-A
Certificates of Unscheduled Principal Receipts and other amounts in the         
percentage required above would reduce the Group III-A Principal Balance below  
zero, the Group III-A Prepayment Percentage for such Distribution Date will be  
limited to the percentage necessary to reduce the Group III-A Principal Balance 
to zero. In addition, once the Group III-A Principal Balance has been reduced to
zero, the Group III-A Prepayment Percentage will be 0%.                         

      With respect to any Distribution Date on which the Group III-A
Prepayment Percentage is reduced below the Group III-A Prepayment Percentage for
the prior Distribution Date, the Master Servicer shall certify to the Trustee,  
based upon information provided by each Servicer as to the Mortgage Loans       
serviced by it that the criteria set forth in this definition are met.          

         Group III-A Principal Balance: As of any date, an amount equal to
the sum of the Principal Balances for the Group III-A Certificates.             

         Group III-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group III-A 
Certificates pursuant to Paragraph third clause (C) of Section 4.01(a)(i).      

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

 Group IV-A Certificate: Any Class IV-A-1 and Class IV-A-2
Certificate.                                                                    

           Group IV-A Distribution Amount: As to any Distribution Date and any
Class of Group IV-A Certificates, the amount distributable to such Class of     
Group IV-A Certificates pursuant to Paragraphs first clause (D), second clause  
(D) and third clause (D) of Section 4.01(a)(i).                                 

            Group IV-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group IV-A Certificates  
with respect to such Distribution Date.                                         

           Group IV-A Interest Percentage: As to any Distribution Date and any
Class of Group IV-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 Group IV-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual        
Amount).                                                                        

         Group IV-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group IV-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 clause (D) of Section 4.01(a)(i).                            

            Group IV-A Loss Denominator: As to any Determination Date, an amount
equal to the Group IV-A Principal Balance.                                      

        Group IV-A Loss Percentage: As to any Determination Date and any
Class of Group IV-A Certificates, the percentage calculated by dividing the     
Principal Balance of such Class by the Group IV-A Loss Denominator (determined  
without regard to any such Principal Balance of any Class of Group IV-A         
Certificates not then outstanding), in each case determined as of the preceding 
Determination Date.                                                             

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

            Group IV-A Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group IV Mortgage Loan that  
is an Outstanding Mortgage Loan, of:                                            

                 (i) the Group IV-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 Group IV-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 Group IV-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 Group IV-A Percentage of the Substitution Principal
   Amount with respect to each Mortgage Loan for which a Mortgage Loan was
   substituted during the one month period ending on the day preceding the
    Determination Date for such Distribution Date, 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 for which a Mortgage Loan was substituted;
and                                                                 

    (II) the Group IV-A Prepayment Percentage of the Recovery for Loan Group
IV for such Distribution Date.                                      

          Group IV-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the  
percentage obtained by dividing the Group IV-A Principal Balance (determined as 
of the Determination Date preceding such Distribution Date) by the Group IV Pool
Balance. As to any Distribution Date occurring subsequent to the Subordination  
Depletion Date, 100% or such lesser percentage which will cause the Group IV-A  
Principal Balance to decline to zero following the distribution made on such    
Distribution Date.                                                              

            Group IV-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in June 2013, 100%. As to any Distribution Date 
subsequent to June 2013 to and including the Distribution Date in June 2014, the
Group IV-A Percentage as of such Distribution Date plus 70% of the Group IV     
Subordinated Percentage as of such Distribution Date. As to any Distribution    
Date subsequent to June 2014 to and including the Distribution Date in June     
2015, the Group IV-A Percentage as of such Distribution Date plus 60% of the    
Group IV Subordinated Percentage as of such Distribution Date. As to any        
Distribution Date subsequent to June 2015 to and including the Distribution Date
in June 2016, the Group IV-A Percentage as of such Distribution Date plus 40% of
the Group IV Subordinated Percentage as of such Distribution Date. As to any    
Distribution Date subsequent to June 2016 to and including the Distribution Date
in June 2017, the Group IV-A Percentage as of such Distribution Date plus 20% of
the Group IV Subordinated Percentage as of such Distribution Date. As to any    
Distribution Date subsequent to June 2017, the Group IV-A Percentage as of such 
Distribution Date.                                                              

         No reduction of the level of the Group IV-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)  
the average outstanding principal balance on such Distribution Date and for the 
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that 
were delinquent 60 days or more (including for this purpose any Mortgage Loans  
in foreclosure and Mortgage Loans with respect to which the related Mortgaged   
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original         
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including July 2013 and June 2014 (2) 35%, if such Distribution Date occurs 
between and including July 2014 and June 2015, (3) 40%, if such Distribution    
Date occurs between and including July 2015 and June 2016, (4) 45%, if such     
Distribution Date occurs between and including July 2016 and June 2017, and (5) 
50%, if such Distribution Date occurs during or after July 2017.                

            Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding criteria are not met, the reduction of the Group IV-A    
Prepayment Percentage described in the second through sixth sentences of this   
definition of Group IV-A Prepayment Percentage shall not be applicable with     
respect to such Distribution Date. In such event, the Group IV-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 of this 
definition, which was actually used to determine the Group IV-A Prepayment      
Percentage for the Distribution Date occurring in the June preceding such       
Distribution Date (it being understood that for the purposes of the             
determination of the Group IV-A Prepayment Percentage for the current           
Distribution Date, the current Group IV-A Percentage and Group IV Subordinated  
Percentage shall be utilized).                                                  

           In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinated     
Percentage is equal to or greater than twice the Aggregate Subordinated         
Percentage as of the Cut-Off Date, (ii) the average outstanding principal       
balance on such Distribution Date and for the preceding five Distribution Dates 
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more   
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the   
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A) 
prior to the Distribution Date in July 2009, cumulative Realized Losses on the  
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group IV-A Prepayment Percentage for such            
Distribution Date will equal the Group IV-A Percentage for such Distribution    
Date plus 50% of the Group IV Subordinated Percentage for such Distribution Date
or (B) on or after the Distribution Date in July 2009, cumulative Realized      
Losses on the Mortgage Loans in all Loan Groups do not exceed 30% of the        
Original Subordinated Principal Amount, then the Group IV-A Prepayment          
Percentage for such Distribution Date will equal the Group IV-A Percentage for  
such Distribution Date.                                                         

       Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,    
then the Group IV-A Prepayment Percentage will equal 100%.                      

    If on any Distribution Date the allocation to the Group IV-A
Certificates of Unscheduled Principal Receipts and other amounts in the         
percentage required above would reduce the Group IV-A Principal Balance below   
zero, the Group IV-A Prepayment Percentage for such Distribution Date will be   
limited to the percentage necessary to reduce the Group IV-A Principal Balance  
to zero. In addition, once the Group IV-A Principal Balance has been reduced to 
zero, the Group IV-A Prepayment Percentage will be 0%.                          

     With respect to any Distribution Date on which the Group IV-A
Prepayment Percentage is reduced below the Group IV-A Prepayment Percentage for 
the prior Distribution Date, the Master Servicer shall certify to the Trustee,  
based upon information provided by each Servicer as to the Mortgage Loans       
serviced by it that the criteria set forth in this definition are met.          

            Group IV-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Group IV-A Certificates.                  

        Group IV-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group IV-A  
Certificates pursuant to Paragraph third clause (D) of Section 4.01(a)(i).      

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

         Group V-A Certificate: Any Class V-A-1, Class V-A-2, Class V-A-3,
Class V-A-4, Class V-A-5, Class V-A-6 and Class V-A-7 Certificate.              

          Group V-A Distribution Amount: As to any Distribution Date and any
Class of Group V-A Certificates, the amount distributable to such Class of Group
V-A Certificates pursuant to Paragraphs first clause (E), second clause (E) and 
third clause (E) of Section 4.01(a)(i).                                         

           Group V-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group V-A Certificates   
with respect to such Distribution Date.                                         

          Group V-A Interest Percentage: As to any Distribution Date and any
Class of Group V-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 Group V-A Interest Accrual Amount (determined 
without regard to clause (ii) of the definition of each Interest Accrual        
Amount).                                                                        

            Group V-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group V-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 clause (E) of Section 4.01(a)(i).                               

           Group V-A Loss Denominator: As to any Determination Date, an amount
equal to the Group V-A Principal Balance.                                       

       Group V-A Loss Percentage: As to any Determination Date and any
Class of Group V-A Certificates, the percentage calculated by dividing the      
Principal Balance of such Class by the Group V-A Loss Denominator (determined   
without regard to any such Principal Balance of any Class of Group V-A          
Certificates not then outstanding), in each case determined as of the preceding 
Determination Date.                                                             

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

           Group V-A Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Group V Mortgage Loan that is
an Outstanding Mortgage Loan, of:                                               

                (i) the Group V-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 Group V-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 Group V-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 Group V-A Percentage of the Substitution Principal
   Amount with respect to each Mortgage Loan for which a Mortgage Loan was
   substituted during the one month period ending on the day preceding the
    Determination Date for such Distribution Date, 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 for which a Mortgage Loan was substituted;
and                                                                 

     (II) the Group V-A Prepayment Percentage of the Recovery for Loan Group V
for such Distribution Date.                                         

         Group V-A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the  
percentage obtained by dividing the Group V-A Principal Balance (determined as  
of the Determination Date preceding such Distribution Date) by the Group V Pool 
Balance. As to any Distribution Date occurring subsequent to the Subordination  
Depletion Date, 100% or such lesser percentage which will cause the Group V-A   
Principal Balance to decline to zero following the distribution made on such    
Distribution Date.                                                              

           Group V-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in June 2013, 100%. As to any Distribution Date 
subsequent to June 2013 to and including the Distribution Date in June 2014, the
Group V-A Percentage as of such Distribution Date plus 70% of the Group V       
Subordinated Percentage as of such Distribution Date. As to any Distribution    
Date subsequent to June 2014 to and including the Distribution Date in June     
2015, the Group V-A Percentage as of such Distribution Date plus 60% of the     
Group V Subordinated Percentage as of such Distribution Date. As to any         
Distribution Date subsequent to June 2015 to and including the Distribution Date
in June 2016, the Group V-A Percentage as of such Distribution Date plus 40% of 
the Group V Subordinated Percentage as of such Distribution Date. As to any     
Distribution Date subsequent to June 2016 to and including the Distribution Date
in June 2017, the Group V-A Percentage as of such Distribution Date plus 20% of 
the Group V Subordinated Percentage as of such Distribution Date. As to any     
Distribution Date subsequent to June 2017, the Group V-A Percentage as of such  
Distribution Date.                                                              

        No reduction of the level of the Group V-A Prepayment Percentage
shall occur on any Distribution Date unless, as of such Distribution Date, (A)  
the average outstanding principal balance on such Distribution Date and for the 
preceding five Distribution Dates of the Mortgage Loans in all Loan Groups that 
were delinquent 60 days or more (including for this purpose any Mortgage Loans  
in foreclosure and Mortgage Loans with respect to which the related Mortgaged   
Property has been acquired by the Trust Estate) does not exceed 50% of the Class
B Principal Balance; and (B) cumulative Realized Losses on the Mortgage Loans in
all Loan Groups do not exceed the following percentages of the Original         
Subordinated Principal Amount: (1) 30%, if such Distribution Date occurs between
and including July 2013 and June 2014 (2) 35%, if such Distribution Date occurs 
between and including July 2014 and June 2015, (3) 40%, if such Distribution    
Date occurs between and including July 2015 and June 2016, (4) 45%, if such     
Distribution Date occurs between and including July 2016 and June 2017, and (5) 
50%, if such Distribution Date occurs during or after July 2017.                

            Notwithstanding the foregoing, with respect to any Distribution Date
on which the preceding criteria are not met, the reduction of the Group V-A     
Prepayment Percentage described in the second through sixth sentences of this   
definition of Group V-A Prepayment Percentage shall not be applicable with      
respect to such Distribution Date. In such event, the Group V-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 of this 
definition, which was actually used to determine the Group V-A Prepayment       
Percentage for the Distribution Date occurring in the June preceding such       
Distribution Date (it being understood that for the purposes of the             
determination of the Group V-A Prepayment Percentage for the current            
Distribution Date, the current Group V-A Percentage and Group V Subordinated    
Percentage shall be utilized).                                                  

           In addition, if on any Distribution Date, prior to giving effect to
any distributions on such Distribution Date, (i) the Aggregate Subordinated     
Percentage is equal to or greater than twice the Aggregate Subordinated         
Percentage as of the Cut-Off Date, (ii) the average outstanding principal       
balance on such Distribution Date and for the preceding five Distribution Dates 
of the Mortgage Loans in all Loan Groups that were delinquent 60 days or more   
(including for this purpose any Mortgage Loans in foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the   
Trust Estate) does not exceed 50% of the Class B Principal Balance and (iii)(A) 
prior to the Distribution Date in July 2009, cumulative Realized Losses on the  
Mortgage Loans in all Loan Groups do not exceed 20% of the Original Subordinated
Principal Amount, then the Group V-A Prepayment Percentage for such Distribution
Date will equal the Group V-A Percentage for such Distribution Date plus 50% of 
the Group V Subordinated Percentage for such Distribution Date or (B) on or     
after the Distribution Date in July 2009, cumulative Realized Losses on the     
Mortgage Loans in all Loan Groups do not exceed 30% of the Original Subordinated
Principal Amount, then the Group V-A Prepayment Percentage for such Distribution
Date will equal the Group V-A Percentage for such Distribution Date.            

       Notwithstanding the foregoing, if on any Distribution Date, the
Aggregate Class A Percentage exceeds such percentage as of the Cut-Off Date,    
then the Group V-A Prepayment Percentage will equal 100%.                       

   If on any Distribution Date the allocation to the Group V-A
Certificates of Unscheduled Principal Receipts and other amounts in the         
percentage required above would reduce the Group V-A Principal Balance below    
zero, the Group V-A Prepayment Percentage for such Distribution Date will be    
limited to the percentage necessary to reduce the Group V-A Principal Balance to
zero. In addition, once the Group V-A Principal Balance has been reduced to     
zero, the Group V-A Prepayment Percentage will be 0%.                           

    With respect to any Distribution Date on which the Group V-A
Prepayment Percentage is reduced below the Group V-A Prepayment Percentage for  
the prior Distribution Date, the Master Servicer shall certify to the Trustee,  
based upon information provided by each Servicer as to the Mortgage Loans       
serviced by it that the criteria set forth in this definition are met.          

           Group V-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Group V-A Certificates.                   

       Group V-A Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group V-A   
Certificates pursuant to Paragraph third clause (E) of Section 4.01(a)(i).      

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

          Group A Principal Balance: Any of the Group I-A Principal Balance,
Group II-A Principal Balance, Group III-A Principal Balance, Group IV-A         
Principal Balance or Group V-A Principal Balance.                               

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.                                                                      

    Incremental Interest: As to any Mortgage Loan, the amount of
interest accrued on such Mortgage Loan attributable to the Incremental Rate;    
provided, however, that with respect to any payment of interest received in     
respect of a Mortgage Loan (whether paid by the Mortgagor or received as        
Liquidation 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 Incremental Rate, if any, in respect of such Mortgage
Loan bears to the Mortgage Interest Rate shall be allocated to the Incremental  
Interest with respect thereto.                                                  

           Incremental Rate: Prior to the first Adjustment Date for a Mortgage
Loan, the per annum increase to the initial Mortgage Interest Rate set forth in 
an addendum to the related Mortgage Note, which increase takes effect upon the  
happening of certain specified conditions and remains in effect until the first 
Adjustment Date.                                                                

            Index: As to any Mortgage Loan and Adjustment Date, a rate per annum
that is defined to be the weekly average yield on United States Treasury        
Securities adjusted to a constant maturity of one year, as made available by the
Federal Reserve Board, published in Federal Reserve Statistical Release H.15    
(519) and most recently available as of the date up to 45 days before the       
applicable Adjustment Date. In the event that such Index is no longer available,
the applicable Servicer will select a substitute Index in accordance with the   
terms of the related Mortgage Note and in compliance with federal and state law.

         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, (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 Group I-A Interest Percentage, Group II-A Interest      
Percentage, Group III-A Interest Percentage, Group IV-A Interest Percentage or  
Group V-A Interest Percentage, as applicable, of such Class of the interest     
portion of any Realized Losses allocated to the Group I-A Certificates, Group   
II-A Certificates, Group III-A Certificates, Group IV-A Certificates or Group   
V-A Certificates, as applicable, on or after the Subordination Depletion Date   
pursuant to Section 4.02(c) and (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.             

          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.   

          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 (including Periodic 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.              

       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 Group: Any of Loan Group I, Loan Group II, Loan Group III, Loan
Group IV or Loan Group V.                                                       

Loan Group I: The Group I Mortgage Loans.               

Loan Group II: The Group II Mortgage Loans.             

Loan Group III: The Group III Mortgage Loans.           

Loan Group IV: The Group IV Mortgage Loans.             

Loan Group V: The Group V Mortgage Loans.               

      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.                                         

           Lower-Tier Distribution Amount: As defined in Section 4.01(a)(iii).

         Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans, such amounts as shall
from time to time be held in the Certificate Account, the insurance policies, if
any, relating to a Mortgage Loan and property which secured a Mortgage Loan and 
which has been acquired by foreclosure or deed in lieu of foreclosure.          

        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 Servicer Errors and Omissions  Policy:  An insurance policy
covering  losses caused by errors or omissions of the Master  Servicer and its  
personnel.                                                                      

       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 11.18.

    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.                                                              

         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 June 29, 2006 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 delivered by the Depositor to the
Trustee, the Master Servicer and the Custodian of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate, 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;                     

(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) the Index;                                         

(xvi) the Gross Margin;                                 

(xvii) the Periodic Cap;                                

     (xviii) the first Adjustment Date following the Closing Date;

(xix) the Rate Ceiling;                                 

         (xx) in the case of any Mortgage Loan initially serviced by Wells
Fargo Bank, whether such Mortgage Loan is a Type 1 Mortgage Loan or a Type 2    
Mortgage Loan;                                                                  

(xxi) the name of the Servicer; and                     

           (xxii) whether such Mortgage Loan is a Group I Mortgage Loan, Group
II Mortgage Loan, Group III Mortgage Loan, Group IV Mortgage Loan or Group V    
Mortgage Loan.                                                                  

           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 (without     
giving effect to any Incremental Rate) minus (ii) the sum of (a) the applicable 
Servicing Fee Rate, as set forth in Section 11.17 with respect to such Mortgage 
Loan and (b) the Master Servicing Fee Rate, as set forth in Section 11.18 with  
respect to such Mortgage Loan. Any regular 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.                                           

            Net WAC: As to any Loan Group and any Distribution Date, a per annum
rate equal to the weighted average of the Net Mortgage Interest Rates of the    
Mortgage Loans in such Loan Group (based on the Scheduled Principal Balances of 
the Mortgage Loans in such Loan Group on the first day of the month preceding   
the month in which such Distribution Date occurs).                              

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

            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 according to the percentage obtained  
by dividing the Aggregate Class A Principal Balance by the Aggregate Principal  
Balance and (b) the Class B Certificates according to the percentage obtained by
dividing the Class B Principal Balance by the Aggregate Principal Balance.      

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

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

        Officer's 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, Assistant      
Secretaries or any other duly authorized officer of such Person (or, in the case
of a Person which is not a corporation, signed by the person or persons having  
like responsibilities).                                                         

            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 sentence 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 Subordinated Percentage: The Aggregate
Subordinated Percentage as of the Cut-Off Date, as set forth in Section 11.05.  

         Original Group I-A Percentage: The Group I-A Percentage as of the
Cut-Off Date as set forth in Section 11.03 (a).                                 

           Original Group II-A Percentage: The Group II-A Percentage as of the
Cut-Off Date as set forth in Section 11.03 (b).                                 

         Original Group III-A Percentage: The Group III-A Percentage as of
the Cut-Off Date as set forth in Section 11.03 (c).                             

           Original Group IV-A Percentage: The Group IV-A Percentage as of the
Cut-Off Date as set forth in Section 11.03 (d).                                 

         Original Group V-A Percentage: The Group V-A Percentage as of the
Cut-Off Date as set forth in Section 11.03 (e).                                 

         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 Cut-Off Date Aggregate 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       
Cut-Off Date Aggregate Principal Balance. The Original Class B-2 Fractional     
Interest is specified in Section 11.09.                                         

            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 Cut-Off Date Aggregate 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 Cut-Off   
Date Aggregate 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 Cut-Off Date Aggregate Principal Balance. The Original Class B-5 
Fractional Interest is specified in Section 11.12.                              

     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.                  

     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.                                                     

     Original Subordinated Principal Amount: The Class B Principal
Balance as of the Cut-Off Date.                                                 

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

        Other Servicer Mortgage Loan: Any of the Mortgage Loans, if any,
identified on the Mortgage Loan Schedule as serviced by an Other Servicer, as   
such Mortgage Loan Schedule 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.                                                     

        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 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).                                                                

Paying Agent Agreement: As defined in Section 4.03(b).  

            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 Remittance Date pursuant to its Servicing Agreement or by  
the Master Servicer or the Trustee hereunder on any Distribution Date, 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.                                                                       

     Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Adjustment Date specified in  
the applicable Mortgage Note and designated as such in the Mortgage Loan        
Schedule.                                                                       

        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).                    

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

    Pool Balance: Any of the Group I Pool Balance, Group II Pool
Balance, Group III Pool Balance, Group IV Pool Balance or Group V Pool Balance. 

     Pool Scheduled Principal Balance: The sum of the Group I Pool
Balance, Group II Pool Balance, Group III Pool Balance, Group IV Pool Balance or
Group V Pool Balance.                                                           

          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.                                                                           

     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 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)(ii) 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, the Original Principal Balance of  
such Class less the sum of all amounts previously distributed in respect of such
Class on prior Distribution Dates (i) pursuant to Paragraph third of Section    
4.01(a)(i) and (ii) as a result of a Principal Adjustment. 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 Group I-A Loss Percentage, Group II-A Loss
Percentage, Group III-A Loss Percentage, Group IV-A Loss Percentage or Group V-A
Loss Percentage, as applicable, of such Class and the difference, if any,       
between (i) the Group I-A Principal Balance, Group II-A Principal Balance, Group
III-A Principal Balance, Group IV-A Principal Balance or Group V-A Principal    
Balance, as applicable, as of such Determination Date without regard to this    
sentence and (ii) Group I Adjusted Pool Amount, Group II Adjusted Pool Amount,  
Group III Adjusted Pool Amount, Group IV Adjusted Pool Amount or Group V        
Adjusted Pool Amount, as applicable, for the preceding Distribution Date;       
provided, however, that the amount of any such reduction for the Class I-A-1    
Certificates will be decreased by the Class I-A-2 Loss Allocation Amount, the   
amount of any such reduction for the Class II-A-1 Certificates will be decreased
by the Class II-A-2 Loss Allocation Amount, the amount of any such reduction for
the Class III-A-1 Certificates will be decreased by the Class III-A-2 Loss      
Allocation Amount, the amount of any such reduction for the Class IV-A-1        
Certificates will be decreased by the Class IV-A-2 Loss Allocation Amount and   
the amount of any such reduction for the Class V-A-1, Class V-A-2, Class V-A-3, 
Class V-A-4, Class V-A-5 and Class V-A-6 Certificates will be decreased by the  
Class V-A-7 Loss Allocation Amount. After the Subordination Depletion Date, the 
Principal Balance of the Class I-A-2 Certificates will additionally be reduced  
by the Class I-A-2 Loss Allocation Amount, the Principal Balance of the Class   
II-A-2 Certificates will additionally be reduced by the Class II-A-2 Loss       
Allocation Amount, the Principal Balance of the Class III-A-2 Certificates will 
additionally be reduced by the Class III-A-2 Loss Allocation Amount, the        
Principal Balance of the Class IV-A-2 Certificates will additionally be reduced 
by the Class IV-A-2 Loss Allocation Amount and the Principal Balance of the     
Class V-A-7 Certificates will additionally be reduced by the Class V-A-7 Loss   
Allocation Amount. In addition, any increase allocated to the Class I-A-1       
Certificates pursuant to the third sentence above will instead increase the     
Principal Balance of the Class I-A-2 Certificates, any increase allocated to the
Class II-A-1 Certificates pursuant to the third sentence above will instead     
increase the Principal Balance of the Class II-A-2 Certificates, any increase   
allocated to the Class III-A-1 Certificates pursuant to the third sentence above
will instead increase the Principal Balance of the Class III-A-2 Certificates,  
any increase allocated to the Class IV-A-1 Certificates pursuant to the third   
sentence above will instead increase the Principal Balance of the Class IV-A-2  
Certificates, and any increase allocated to the Class V-A-1, Class V-A-2, Class 
V-A-3, Class V-A-4, Class V-A-5 and Class V-A-6 Certificates pursuant to the    
third sentence above will instead increase the Principal Balance of the Class   
V-A-7 Certificates. Notwithstanding the foregoing, on any Distribution Date in  
which the sum of the Class V-A-1 Loss Amount, Class V-A-2 Loss Amount, Class    
V-A-3 Loss Amount, Class V-A-4 Loss Amount, Class V-A-5 Loss Amount and Class   
V-A-6 Loss Amount exceeds the Principal Balance of the Class V-A-7 Certificates 
prior to any reduction for the Class V-A-7 Loss Allocation Amount, such excess  
will be distributed, pro rata, based on the Class V-A-1 Loss Amount, Class V-A-2
Loss Amount, Class V-A-3 Loss Amount, Class V-A-4 Loss Amount, Class V-A-5 Loss 
Amount and Class V-A-6 Loss Amount in reduction of the Principal Balances of the
Class V-A-1, Class V-A-2, Class V-A-3, Class V-A-4, Class V-A-5 and Class V-A-6 
Certificates.                                                                   

        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.                                                                   

           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 less all amounts previously        
distributed in respect of such Class on prior Distribution Dates pursuant to    
Paragraph third clauses (A), (B), (C), (D) or (E) of Section 4.01(a)(i) or      
Paragraphs third, sixth, ninth, twelfth, fifteenth or eighteenth of Section     
4.01(a)(ii).                                                                    

            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.  

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

         Prospectus: The prospectus dated June 27, 2006 as supplemented by
the prospectus supplement dated June 27, 2006, 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 Ceiling: The maximum per annum Mortgage Interest Rate permitted
under the related Mortgage Note.                                                

          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, Class B-1, Class B-2 and     
Class B-3 Certificates are Fitch and S&P. The Rating Agency for the Class B-4   
and Class B-5 Certificates is Fitch. 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  
F-1+ in the case of Fitch, A-1 in the case of S&P and in the case of any other  
Rating 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 Fitch and S&P, 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: The last Business Day of the month preceding the month
of the related Distribution Date.                                               

          Recovery: As to any Distribution Date and each Loan Group, the sum
of all amounts received (net of any reimbursable expenses) for the Group I      
Mortgage Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group IV     
Mortgage Loans or Group V Mortgage Loans, as applicable, subsequent to any such 
Mortgage Loan being determined to be a Liquidated Loan.                         

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

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

         Relevant Servicing Criteria: The Servicing Criteria applicable to
the Master Servicer, the Trustee, the Custodian or the Servicers, as set forth  
on Exhibit R attached hereto and the Servicing Criteria applicable to any       
Special Servicer as set forth in the applicable Special Servicing Agreement. For
clarification purposes, multiple parties can have responsibility for the same   
Relevant Servicing Criteria. With respect to a Servicing Function Participant   
engaged by the Master Servicer, the Trustee, the Custodian, the Special Servicer
(if applicable) or a Servicer, the term "Relevant Servicing Criteria" refers to 
the portion of the Relevant Servicing Criteria applicable to the party engaging 
such Servicing Function Participant insofar as the functions required to be     
performed by such party are to be performed by the Servicing Function           
Participant.                                                                    

            Relief Act 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 according to the    
percentage obtained by dividing the Aggregate Class A Principal Balance by the  
Aggregate Principal Balance and (b) the Class B Certificates according to the   
percentage obtained by dividing the Class B Principal Balance by the Aggregate  
Principal Balance.                                                              

        REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D.                                                              

           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.                   

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

Residual Certificate: The Class I-A-R Certificate.      

           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).                                                            

Reportable Event: As defined in Section 3.12(c).        

       Repurchase Price: With respect to any Mortgage Loan repurchased
pursuant to Section 2.02, 2.03 or 3.08 hereof, the sum of (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the        
Mortgage Interest Rate through the last day of the month in which such          
repurchase takes place.                                                         

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

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

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

        S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or its successor in interest.                                             

    Sarbanes-Oxley Certification: As defined in Section 3.12(b).

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

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

            Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.17.                                                                  

         Servicing Function Participant: Any Subservicer, Subcontractor or
any other Person, other than the Master Servicer, the Trustee, the Custodian,   
the Special Servicer (if applicable) and the Servicers, that is performing      
activities addressed by the Servicing Criteria.                                 

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

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

Special Servicer: As defined in Section 3.08.           

Special Servicing Agreement: As defined in Section 3.08.

         Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.16.

Startup Day: As defined in Section 2.05.                

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

       Subordinate Balance Ratio: As of any date of determination, the
ratio among the principal balances of the Class I-LS Interest, Class II-LS      
Interest, Class III-LS Interest, Class IV-LS Interest and Class V-LS Interest,  
equal to the ratio among the Group I Subordinate Amount, the Group II           
Subordinate Amount, the Group III Subordinate Amount, the Group IV Subordinate  
Amount and the Group V Subordinate Amount.                                      

         Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which each of the Group I-A Percentage, Group II-A   
Percentage, Group III-A Percentage, Group IV-A Percentage and Group V-A         
Percentage (in each case, determined pursuant to clause (ii) of the definition  
thereof) equals or exceeds 100%.                                                

            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.  

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

            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 New York common law trust created by this Agreement.

         Trust Estate: The corpus of the Trust, consisting of the Mortgage
Loans, such amounts as may be held from time to time in the Certificate Account,
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: HSBC Bank USA, National Association, a national banking
association, or any successor trustee appointed as herein provided.             

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

            Type 1 Mortgage Loan: The Mortgage Loans, if any, identified as such
in the Mortgage Loan Schedule as such Mortgage Loan Schedule 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.     

            Type 2 Mortgage Loan: The Mortgage Loans, if any, identified as such
in the Mortgage Loan Schedule as such Mortgage Loan Schedule 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 Prior Month
Receipt Period with respect to all types of Unscheduled Principal Receipts.     

          Uncertificated Lower-Tier Interest: Any of the Class I-L Interest,
Class I-LS Interest, Class II-L Interest, Class II-LS Interest, Class III-L     
Interest, Class III-LS Interest, Class IV-L Interest, Class IV-LS Interest,     
Class V-L Interest and Class V-LS Interest.                                     

        Undercollateralized Amount: As defined in Section 4.01(b)(viii).

       Undercollateralized Group: As defined in Section 4.01(b)(viii).

       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 Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation, the    
principal portion of Net Liquidation Proceeds, the principal portion of 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.                                         

          Upper-Tier Certificate: Any one of the Class A Certificates (other
than that portion of the Class I-A-R Certificate represented by the Class I-A-LR
Interest) and the Class B Certificates.                                         

         Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).                                         

       Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier      
Interests and such amounts as shall from time to time be held in the Upper-Tier 
Certificate Account                                                             

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

            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 Aggregate       
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 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 those Mortgage Loans that are initially serviced 
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 none of the Trustee, the       
Depositor or 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.                                      

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.      

EX-4.1
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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 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 and (e) 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 recordation is not required as described below, an assignment
   in recordable form (which may be assigned in blank) with respect to the
related Mortgage;                                                   

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

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

(a)   The loan security agreement;          

(b)   The stock certificate;                

(c)   The stock power, executed in blank;   

(d)   The executed proprietary lease;       

(e)   The executed recognition agreement;   

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

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

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

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

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

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

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

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

            (c) If any assignment of a Mortgage to the Trustee is in the process
of being recorded on the Closing Date, the Depositor shall use its best efforts 
to cause each such original recorded document or certified copy thereof to be   
delivered to the Custodian promptly following its recordation, but in no event  
later than one (1) year following the Closing Date. If any Mortgage has been    
recorded in the name of MERS or its designee, no assignment of Mortgage in favor
of the Trustee will be required to be prepared or delivered and instead, the    
Master Servicer shall enforce any obligation of the Servicers under the         
Servicing Agreements to 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 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:

 HSBC BANK USA, 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:                                                      

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

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

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 there are exceptions attached to the final certification, the
Depositor shall have a period of 60 days after the date of receipt of the final 
certification within which to correct or cure any such defects. 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 receipt of the final    
certification 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 the Repurchase Price 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 (i) 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) shall have the same Gross Margin
and Index as that of the Mortgage Loan for which it is substituted and (iii)    
shall have the same frequency of mortgage rate adjustment as that of the        
Mortgage Loan for which it is substituted.                                      

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

   In the case of a repurchased Mortgage Loan or property, the
Repurchase 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 (if   
any), 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 Owner Mortgage Loan File (and      
Retained Mortgage Loan File, if applicable) of the Mortgage Loan being removed. 
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 enforce the obligation of the applicable    
Servicer under the related Servicing Agreement 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.                                    

      The Trustee shall be responsible for enforcing the Depositor's
obligations under this Section 2.02. If the Trustee receives written notice from
the Custodian or the Master Servicer that the defect is not cured by the        
Depositor within 60 days after the Trustee's notice, the Trustee shall enforce  
the Depositor's obligation to repurchase such Mortgage Loan or substitute for   
such Mortgage Loan in accordance with the provisions of this Section 2.02. In   
connection with any substitution permitted by this Section 2.02, the Master     
Servicer shall verify that the unpaid principal balance and the Loan-to-Value   
Ratio of the Substitute Mortgage Loan satisfy the requirements of 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 
   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 materially affect its
performance hereunder;                                              

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

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

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

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

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

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

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

           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, which shall not exceed
two days, to the other parties. The Master Servicer shall consult with the      
Depositor to determine if any such breach is material and any breach determined 
by the Depositor to be material shall be included by the Master Servicer on the 
next Distribution Date Statement prepared pursuant to Section 4.04.             

           (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 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),
in a manner which would adversely affect the value of the Mortgaged 
Property as security for the Mortgage Loan or the use for which the 
      premises were intended and to the best of the Depositor's knowledge, there
is no proceeding pending or threatened for the total or partial     
condemnation of the Mortgaged Property;                             

            (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;                                                     

          (ix) The Mortgage Loan meets, or is exempt from, applicable state,
    federal or local 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 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;                   

       (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 Custodian 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 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;                                                 

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

         (xxix) No Mortgage Loan (other than a Mortgage Loan that is a New
 Jersey covered purchase loan) is a High Cost Loan or Covered Loan, as
     applicable (as such terms are defined in the then current S&P's LEVELS(R)
  Glossary which is now Version 5.6(d), Appendix E) and no Mortgage Loan
    originated on or after October 1, 2002 through March 6, 2003 is governed
by the Georgia Fair Lending Act;                                    

     (xxx) With respect to each Group I Mortgage Loan and Group II
      Mortgage Loan, no Mortgagor obtained a prepaid single-premium credit-life,
credit disability, credit unemployment or credit property insurance 
policy;                                                             

          (xxxi) The Cut-Off Date Principal Balance of each Group I Mortgage
  Loan and Group II Mortgage Loan does not exceed the applicable maximum
original loan amount limitations with respect to first-lien one-to  
     four-family mortgage loans as set forth in the Freddie Mac Selling Guide;

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

        (xxxiii) With respect to each Group I Mortgage Loan and Group II
    Mortgage Loan originated on or after August 1, 2004, neither the related
      Mortgage nor the related Mortgage Note requires the Mortgagor to submit to
    arbitration to resolve any dispute arising out of or relating in any way
to such Group I Mortgage Loan or Group II Mortgage Loan transaction;

     (xxxiv) No Group I Mortgage Loan or Group II Mortgage Loan is
subject to the Home Ownership and Equity Protection Act of 1994, as 
amended;                                                            

          (xxxv) There is no Group I Mortgage Loan or Group II Mortgage Loan
     that was originated on or after October 1, 2002 and before March 7, 2003,
     which is secured by property located in the State of Georgia. There is no
     Group I Mortgage Loan or Group II Mortgage Loan that was originated on or
      after March 7, 2003, which is a "high cost home loan" as defined under the
Georgia Fair Lending Act;                                           

       (xxxvi) With respect to each Group I Mortgage Loan and Group II
     Mortgage Loan, neither the related Mortgage nor the related Mortgage Note
  imposes a penalty upon the prepayment of such Group I Mortgage Loan or
Group II Mortgage Loan;                                             

      (xxxvii) No Group I Mortgage Loan or Group II Mortgage Loan is
secured by Mortgaged Property consisting of manufactured housing;   

         (xxxviii) With respect to each Group I Mortgage Loan and Group II
    Mortgage Loan, the Mortgagor was offered mortgage loan products suitable
 for such Mortgagor and not designed for less creditworthy mortgagors;

            (xxxix) The methodology used in underwriting the extension of credit
for each Group I Mortgage Loan and Group II Mortgage Loan employs   
objective criteria which relate the Mortgagor's income, assets and  
     liabilities (except in the case of loan programs which do not require the
     Mortgagor to report the Mortgagor's income or assets, such as "no income,
no assets" lending programs or which rely on the Mortgagor's        
     representation of the Mortgagor's income, such as "stated income" lending
    programs) to the proposed payment and such underwriting methodology does
     not rely on the extent of the Mortgagor's equity in the collateral as the
 principal determining factor in approving such credit extension. Such
underwriting methodology determined that at the time of origination 
   (application/approval) the Mortgagor had the reasonable ability to make
   timely payments on the Group I Mortgage Loan or Group II Mortgage Loan;

         (xl) No Mortgagor of a Group I Mortgage Loan or Group II Mortgage
      Loan was charged "points and fees" in an amount greater than (a) $1,000 or
(b) 5% of the principal balance of such Mortgage Loan, whichever is 
greater. For purposes of this representation, "points and fees" (x) 
   include origination, underwriting, broker and finder's fees and charges
that the lender imposed as a condition of making the Mortgage Loan, 
      whether they are paid to the lender or a third party; and (y) exclude bona
      fide discount points, fees paid for actual services rendered in connection
  with the origination of the Group I Mortgage Loan or Group II Mortgage
   Loan (such as attorneys' fees, notaries fees and fees paid for property
 appraisals, credit reports, surveys, title examinations and extracts,
     flood and tax certifications, and home inspections), the cost of mortgage
   insurance or credit-risk price adjustments, the costs of title, hazard,
 and flood insurance policies, state and local transfer taxes or fees,
   escrow deposits for the future payment of taxes and insurance premiums,
  and other miscellaneous fees and charges that, in total, do not exceed
0.25% of the loan amount; and                                       

         (xli) No Group I Mortgage Loan or Group II Mortgage Loan that was
 originated on or after January 1, 2005, is a "high cost home loan" as
defined under the Indiana Home Loan Practices Act (I.C. 24-9).      

           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 (A) 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, (B) for a breach of the representation and warranty set forth in      
subsection (b)(xiii) or (xxvii) with respect to a Group I Mortgage Loan or Group
II Mortgage Loan, or (C) for a breach of the representation and warranty set    
forth in subsection (b) (xxx), (xxxi), (xxxii), (xxxiii), (xxxiv), (xxxv),      
(xxxvi), (xxxvii), (xxxviii), (xxxix), (xl) or (xli) 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 (not to exceed two days after discovery) to the other parties to this    
Agreement and the Custodian (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 the       
Repurchase Price 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 foregoing, if a breach 
of the representation set forth in clause (b)(xiii) or (xxix) 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 Repurchase Price, 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.                                                         

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

Section 2.04 Execution and Delivery of Certificates.    

         The Trustee acknowledges (i) the assignment to it of the Mortgage
Loans and (ii) the issuance of and hereby declares that it holds the            
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and       
Certificateholders. The Trustee acknowledges the delivery of the Owner Mortgage 
Loan Files to the Custodian, on behalf of the Trustee. The Paying Agent,        
concurrently with such delivery, has executed and delivered to or upon the order
of the Depositor, in exchange for the Mortgage Loans and Uncertificated         
Lower-Tier Interests, together with all other assets included in the definition 
of "Trust Estate," receipt of which is hereby acknowledged, Certificates in     
authorized denominations which, together with the Uncertificated Lower-Tier     
Interests, 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 Residual Certificate) and the Classes of Class B Certificates as
classes of "regular interests" and the Class I-A-R Interest as the single class 
of "residual interest" in the Upper-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates
the Class I-L Interest, Class I-LS Interest, Class II-L Interest, Class II-LS   
Interest, Class III-L Interest, Class III-LS Interest, Class IV-L Interest,     
Class IV-LS Interest, Class V-L Interest and Class V-LS Interest as classes of  
"regular interests" and the Class I-A-LR Interest as the single class of        
"residual interest" in the Lower-Tier 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 each of the Upper-Tier REMIC and the Lower-Tier REMIC   
within the meaning of Code Section 860G(a)(9). The "latest possible maturity    
date" of the regular interests in the Upper-Tier REMIC and the Lower-Tier REMIC 
is July 25, 2036 for purposes of Code Section 860G(a)(1).                       

EX-4.1
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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 shall, in addition, deposit into
the Certificate Account the following amounts, in the case of amounts specified 
in clauses (i) and (iii), 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);                        

        (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; and                                              

   (iii) any Compensating Interest for such Distribution Date.

      (c) The Master Servicer may 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
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a  
REMIC while any Certificates are outstanding. Any amounts deposited in the      
Certificate Account prior to the Distribution Date may 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.                                                          

       (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;                                            

   (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(c), Section 6.03, the second
or third paragraphs of Section 8.06 or the third 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;

            (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 Incremental Interest, 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;
and                                                                 

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

            (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 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.                                                                        

           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 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 any related 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 sixtieth day following the release thereof, 
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds   
relating to the Mortgage Loan have been deposited in the Certificate Account or 
(ii) the Owner Mortgage Loan File (and 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 the occurrence of the event specified in 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 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 Annual Compliance Statements.              

          The Master Servicer shall deliver in electronic form, or otherwise
make available to the Depositor, the Trustee and the Master Servicer shall cause
each Additional Master Servicer engaged by it and each Servicer to deliver, in  
electronic form, or otherwise make available, to the Master Servicer, the       
Trustee and each Rating Agency on or before March 5 of each year or if such day 
is not a Business Day, the next Business Day (with a 10 calendar day cure       
period, but in no event later than March 15), commencing in March 2007, a copy  
of a certificate (followed by a hard copy to the party or parties receiving such
certificate within 10 calendar days) in the form required by Item 1123 of       
Regulation AB, to the effect that (i) an authorized officer of the Master       
Servicer, the Additional Master Servicer or the Servicer, as the case may be,   
has reviewed (or a review has been made under his or her supervision of) such   
party's activities under this Agreement or the applicable Servicing Agreement,  
in the case of a Servicer, or such other applicable agreement in the case of an 
Additional Master Servicer, during the prior calendar year or portion thereof   
and (ii) to the best of such officer's knowledge, based on such review, such    
party has fulfilled all of its obligations under this Agreement or the          
applicable Servicing Agreement, in the case of a Servicer, or such other        
applicable agreement in the case of an Additional Master Servicer, in all       
material respects throughout the prior calendar year or portion thereof or, if  
there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status    
thereof. If any of the certificates delivered pursuant to this Section 3.05     
disclose that there has been a failure to fulfill any obligation in any material
respect then the Master Servicer shall promptly notify the Depositor and forward
a copy of such certificate to the Depositor, and the Depositor shall review such
certificate and, if applicable, consult with the Master Servicer as to the      
nature of any failure to fulfill any obligation under this Agreement or the     
applicable Servicing Agreement, in the case of a Servicer, or such other        
applicable agreement in the case of an Additional Master Servicer, in any       
material respect.                                                               

          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) and the prior written consent of the Depositor, the Master      
Servicer may, from time to time, 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 and the Depositor 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, 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 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), (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) or (C) to a       
Servicing Agreement for the purpose of effecting or facilitating compliance by  
the Servicer with Regulation AB or to conform a Servicing Agreement to industry 
practices relating to Regulation AB.                                            

            (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) or (C).           

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, waiver from, or    
otherwise follow the instructions of the Master Servicer. In the case of any    
request for waiver from a Servicer, the Master Servicer shall promptly instruct 
such Servicer or otherwise respond to such Servicer's request. The Master       
Servicer shall not waive compliance by a Servicer with those provisions of its  
Servicing Agreement which are required to enable the Depositor and the Master   
Servicer to satisfy the Trust's ongoing reporting obligations under the Exchange
Act. In addition, 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, would be       
inconsistent with the requirements of Regulation AB 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      
Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status for federal income tax 
purposes or (iii) the imposition of any Prohibited Transaction Tax or any       
federal taxes on any of the Upper-Tier REMIC, the Lower-Tier 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
the requirements of 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 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 the Repurchase Price. Upon the receipt of such Repurchase    
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 Depositor 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 Upper-Tier REMIC or 
the Lower-Tier 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 and/or other      
subordinated mortgage pass-through certificates (such entity, a "Special        
Servicer"), such agreement (a "Special Servicing 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 (a) purchase any       
Mortgage Loans that are more than 180 days delinquent and (b) 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.                                 

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

          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. Based upon such certification, the 
Master Servicer, or if provided by the applicable Other Servicing Agreement and 
upon written direction of the Master Servicer, the Trustee, shall promptly      
terminate such Other 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 an Other         
Servicer, appointment of a successor servicer to an Other Servicer or the       
transfer and assumption of servicing by the Master Servicer with respect to any 
Other 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 an Other Servicer as a result of an  
event of default by such Other Servicer, (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 Other     
Servicing Agreement and (iii) any costs incurred by the Trustee in connection   
with a servicing transfer) are not fully and timely reimbursed by the terminated
Other Servicer, the Master Servicer shall be entitled to reimbursement of such  
costs and expenses from the Certificate Account. To the extent that the costs   
and expenses of the Trustee related to any termination of Wells Fargo Bank, as a
Servicer under the Wells Fargo Bank Servicing Agreement, appointment of a       
successor to Wells Fargo Bank as a Servicer or the transfer and assumption of   
servicing by the Trustee with respect to the Wells Fargo Bank 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 Wells Fargo Bank as a Servicer as a result of an event 
of default by Wells Fargo Bank as 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 Wells   
Fargo Bank Servicing Agreement) are not fully and timely reimbursed by Wells    
Fargo Bank as a Servicer, the Trustee shall be entitled to reimbursement of such
costs and expenses from the Certificate Account. If the Master Servicer or      
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 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, at its own expense, shall furnish to the
Depositor, and the Trustee, any Special Servicer (if applicable) and the        
Custodian, at their own expense, shall furnish, or otherwise make available, and
shall cause any Servicing Function Participant engaged by any such party to     
furnish, and the Master Servicer shall use reasonable effort to cause each      
Servicer to furnish with respect to such Servicer and each Servicing Function   
Participant engaged by such Servicer and identified to the Master Servicer, at  
such party's expense, to the Master Servicer, not later than March 5 of each    
year, or if such day is not a Business Day, the next Business Day (with a 10 day
cure period, but in no event later than March 15), commencing in March 2007, a  
copy of a report, followed by a hard copy to the Master Servicer within 10      
calendar days, signed by an authorized officer of the Master Servicer, the      
Trustee, the Custodian, the Servicing Function Participant, the Special Servicer
(if applicable) or the Servicer, as applicable, on assessment of compliance     
with, at a minimum, the Relevant Servicing Criteria that contains:              

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

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

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

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

        No later than 30 days following the end of each fiscal year, the
Master Servicer shall forward to the Depositor the name of each Servicing       
Function Participant engaged by it and what Relevant Servicing Criteria will be 
addressed in the report on assessment of compliance prepared by such Servicing  
Function Participant. When the Master Servicer submits its assessments to the   
Depositor, it will also at such time include the assessment (and attestation    
pursuant to Section 3.11(b)) of each Servicing Function Participant engaged by  
it.                                                                             

            No later than 30 days following the end of each fiscal year, each of
the Trustee, any Special Servicer (if applicable) and the Custodian (so long as 
the Custodian is not the Master Servicer) shall forward to the Master Servicer  
the name of each Servicing Function Participant engaged by it and what Relevant 
Servicing Criteria will be addressed in the report on assessment of compliance  
prepared by such Servicing Function Participant. When the Trustee, any Special  
Servicer (if applicable) and the Custodian (so long as the Custodian is not the 
Master Servicer) submit their assessments to the Master Servicer, each such     
party will also at such time include the assessment (and attestation pursuant to
Section 3.11(b)) of each Servicing Function Participant engaged by it.          

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

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

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

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

           The Master Servicer shall make available any report from the Master
Servicer, the Trustee, the Custodian, the Servicer, the Special Servicer (if    
applicable), or any Servicing Function Participant furnished pursuant to Section
3.05 and this Section 3.11, as well as any documents incorporated by reference  
into the Prospectus (to the extent such documents are either in its possession  
or have been filed with the Commission), to any Certificateholder requesting    
such information.                                                               

Section 3.12 Exchange Act Reports.                      

            (a) Within 15 days after each Distribution Date, the Master Servicer
shall prepare, an authorized officer of the Master Servicer shall sign, and the 
Master Servicer shall file with the Commission, on behalf of the Trust, any Form
10-D required by the Exchange Act, in form and substance as required by the     
Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the  
related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D 
("Additional Form 10-D Disclosure") shall be reported by the parties set forth  
on Exhibit S and directed and approved by the Depositor, and the Master Servicer
will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure (other than with respect to itself) absent  
such reporting, direction and approval. If a Form 10-D cannot be filed on time  
or if a previously filed Form 10-D needs to be amended, the Master Servicer will
follow the procedures set forth in Section 3.12(d). Promptly (but no later than 
1 Business Day) after filing with the Commission, the Master Servicer will make 
available on its internet website a final executed copy of each Form 10-D.      

         For so long as the Trust is subject to the Exchange Act reporting
requirements, within five (5) calendar days after the related Distribution Date,
the parties identified on Exhibit S shall (i) provide to the Master Servicer and
the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible
format, or in such other format as otherwise agreed upon by the Master Servicer 
and such party, the form and substance of any Additional Form 10-D Disclosure,  
if applicable and (ii) include with such Additional Form 10-D Disclosure, an    
Additional Disclosure Notification in the form attached hereto as Exhibit V, and
the Depositor will approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The  
Master Servicer has no duty under this Agreement to monitor or enforce the      
performance by the parties listed on Exhibit S of their duties under this       
paragraph or proactively solicit or procure from such parties any Additional    
Form 10-D Disclosure; except that the Master Servicer shall enforce the         
obligations of the Servicers under the Servicing Agreements. After preparing the
Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the   
Master Servicer shall forward electronically a draft copy of the Form 10-D to   
the Depositor for review. Each party to this Agreement acknowledges that the    
performance by the Master Servicer of its duties under this Section 3.12(a)     
relating to the timely preparation and filing of Form 10-D is contingent upon   
such parties strictly observing all applicable deadlines in the performance of  
their duties under this Section 3.12(a). The Master Servicer shall have no      
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare and/or timely file such Form 10-D, where such   
failure results from the Master Servicer's inability or failure to receive, on a
timely basis, any information from any other party hereto, any Servicer, the    
Custodian or any Special Servicer (if applicable) needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad    
faith or willful misconduct. The Depositor will be responsible for any          
reasonable fees assessed and expenses incurred by the Master Servicer in        
connection with including any Additional Form 10-D Disclosure on Form 10-D      
pursuant to this paragraph.                                                     

            (b) Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (it being understood   
that the fiscal year for the Trust ends on December 31st of each year),         
commencing in March 2007, the Master Servicer shall prepare, a senior officer of
the Master Servicer in charge of the master servicing function shall sign, and  
the Master Servicer shall file with the Commission, on behalf of the Trust, a   
Form 10-K, in form and substance as required by the Exchange Act. Each such Form
10-K shall include the following items, in each case to the extent they have    
been delivered to the Master Servicer within the applicable timeframes set forth
in this Agreement, the related Servicing Agreements, the Custodial Agreement or,
if applicable, the Special Servicing Agreement:                                 

       (i) an annual compliance statement for the Master Servicer, any
    Additional Master Servicer and each Servicer, as described under Section
3.05;                                                               

    (ii) (A) the annual reports on assessment of compliance with
   servicing criteria for the Master Servicer, the Trustee, each Servicer,
   the Custodian, any Special Servicer (if applicable), and each Servicing
    Function Participant, as described under Section 3.11(a), and (B) if any
party's report on assessment of compliance with Servicing Criteria  
described under Section 3.11(a) identifies any material instance of 
    noncompliance, disclosure identifying such instance of noncompliance, or
     if any party's report on assessment of compliance with servicing criteria
      described under Section 3.11(a) is not included as an exhibit to such Form
   10-K, disclosure that such report is not included and an explanation of
why such report is not included;                                    

          (iii) (A) the registered public accounting firm attestation report
for each of the Master Servicer, the Trustee, each Servicer, the    
Custodian, any Special Servicer (if applicable), and each Servicing 
    Function Participant, as described under Section 3.11(b), and (B) if any
registered public accounting firm attestation report described under
Section 3.11(b) identifies any material instance of noncompliance,  
 disclosure identifying such instance of noncompliance, or if any such
      registered public accounting firm attestation report is not included as an
      exhibit to such Form 10-K, disclosure that such report is not included and
an explanation of why such report is not included; and              

      (iv) a certification, signed by a senior officer of the Master
     Servicer in charge of the master servicing function, 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 Commission (the        
"Sarbanes-Oxley Certification").                                    

           Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties  
set forth on Exhibit T and directed and approved by the Depositor, and the      
Master Servicer will have no duty or liability for any failure hereunder to     
determine or prepare any Additional Form 10-K Disclosure (other than with       
respect to itself) absent such reporting, direction and approval. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, 
the Master Servicer will follow the procedures set forth in Section 3.12(d).    
Promptly (but no later than 1 Business Day) after filing with the Commission,   
the Master Servicer will make available on its internet website a final executed
copy of each Form 10-K.                                                         

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

    After preparing the Form 10-K, if the Form 10-K contains any
Additional Form 10-K Disclosure, the Master Servicer shall forward              
electronically a draft copy of the Form 10-K to the Depositor for review. Each  
party to this Agreement acknowledges that the performance by the Master Servicer
of its duties under this Section 3.12(b) relating to the timely preparation and 
filing of Form 10-K is contingent upon such parties strictly observing all      
applicable timeframes in the performance of their duties under Sections 3.05,   
3.11 or this Section 3.12(b). The Master Servicer shall have no liability for   
any loss, expense, damage, claim arising out of or with respect to any failure  
to properly prepare and/or timely file such Form 10-K, where such failure       
results from the Master Servicer's inability or failure to obtain or receive, on
a timely basis, any information from any other party hereto, any Servicer, any  
Special Servicer (if applicable) or the Custodian needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad    
faith or willful misconduct.                                                    

          (c) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
directed by the Depositor, the Master Servicer shall prepare, an authorized     
officer of the Master Servicer shall sign, and the Master Servicer shall file   
with the Commission, on behalf of the Trust, any Form 8-K, as required by the   
Exchange Act, provided that the Depositor shall prepare and file the initial    
Form 8-K in connection with the issuance of the Certificates. Any disclosure or 
information related to a Reportable Event or that is otherwise required to be   
included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the 
paragraph immediately below, be reported by the parties set forth on Exhibit U  
and directed and approved by the Depositor, and the Master Servicer will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information (other than with respect to itself) absent such          
reporting, direction and approval. If a Form 8-K cannot be filed on time or if a
previously filed Form 8-K needs to be amended, the Master Servicer will follow  
the procedures set forth in Section 3.12(d). Promptly (but no later than 1      
Business Day) after filing with the Commission, the Master Servicer will, make  
available on its internet website a final executed copy of each Form 8-K.       

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

       After preparing the Form 8-K, the Master Servicer shall forward
electronically a draft copy of the Form 8-K to the Depositor for review. Each   
party to this Agreement acknowledges that the performance by the Master Servicer
of its duties under this Section 3.12(c) relating to the timely preparation and 
filing of Form 8-K is contingent upon such party strictly observing all         
applicable timeframes in the performance of its duties under this Section       
3.12(c). The Master Servicer shall have no liability for any loss, expense,     
damage, claim arising out of or with respect to any failure to properly prepare 
and/or timely file such Form 8-K, where such failure results from the Master    
Servicer's inability or failure to obtain or receive, on a timely basis, any    
information from any other party hereto, any Servicer, the Custodian or any     
Special Servicer (if applicable) needed to prepare, arrange for execution or    
file such Form 8-K, not resulting from its own negligence, bad faith or willful 
misconduct.                                                                     

          (d) In the event that the Master Servicer is unable to timely file
with the Commission all or any required portion of any Form 8-K, 10-D or 10-K   
required to be filed by this Agreement because required disclosure information  
was either not delivered to it or delivered to it after the delivery deadlines  
set forth in this Agreement or for any other reason, the Master Servicer will   
promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master 
Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of   
the Exchange Act not later than the Business Day following the due date of the  
applicable report. Within five days following the due date of any Form 10-D as  
to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and
file the related Form 10-D. Within 15 days following the due date of any Form   
10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, 
sign and file the related Form 10-K. In the case of Form 8-K, the Master        
Servicer will, upon receipt of all required Form 8-K Disclosure Information and 
at the direction of the Depositor, include such disclosure information on the   
next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K   
needs to be amended, the Master Servicer will notify the Depositor and each     
party whose cooperation is required in connection with the preparation of such  
amendment; provided however that such notice shall not be required in connection
with an amendment to Form 10-D due to a revision made to any Distribution Date  
Statement. The parties to this Agreement acknowledge that the performance by the
Master Servicer of its duties under this Section 3.12(d) related to the timely  
preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or   
10-K is contingent upon each such party performing its duties under this        
Section. The Master Servicer shall have no liability for any loss, expense,     
damage, claim arising out of or with respect to any failure to properly prepare 
and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 
10-K, where such failure results from the Master Servicer's inability or failure
to obtain or receive, on a timely basis, any information from any other party   
hereto, any Servicer, the Custodian or any Special Servicer (if applicable)     
needed to prepare, arrange for execution or file such Form 12b-25 or any        
amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence,   
bad faith or willful misconduct.                                                

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

      (f) To the extent the Master Servicer is obligated to give any
notice to the Depositor pursuant to this Section 3.12, such notice may,         
notwithstanding the provisions of Section 10.05 in this Agreement, be delivered 
via facsimile to 301-816-8152 or via electronic mail to                         
Structuredfinance-frederick@wellsfargo.com.                                     

EX-4.1
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ARTICLE IV

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

Section 4.01 Distributions.                             

            (a) On each Distribution Date, the Group I Pool Distribution Amount,
Group II Pool Distribution Amount, Group III Pool Distribution Amount, Group IV 
Pool Distribution Amount and Group V Pool Distribution Amount will be applied in
the following amounts, to the extent the Group I Pool Distribution Amount, Group
II Pool Distribution Amount, Group III Pool Distribution Amount, Group IV Pool  
Distribution Amount and Group V Pool Distribution Amount are sufficient         
therefor, in the manner and in the order of priority as follows:                

  (i) with respect to the Group I-A Certificates, Group II-A
Certificates, Group III-A Certificates, Group IV-A Certificates and Group V-A   
Certificates, from the Group I Pool Distribution Amount, Group II Pool          
Distribution Amount, Group III Pool Distribution Amount, Group IV Pool          
Distribution Amount and Group V Pool Distribution Amount, respectively, as      
follows:                                                                        

            first, (A) to the Classes of Group I-A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Group I-A Interest Accrual Amount with respect to such Distribution Date; (B) to
the Classes of Group II-A Certificates, pro rata, based upon their respective   
Interest Accrual Amounts, in an aggregate amount up to the Group II-A Interest  
Accrual Amount with respect to such Distribution Date; (C) to the Classes of    
Group III-A Certificates, pro rata, based upon their respective Interest Accrual
Amounts, in an aggregate amount up to the Group III-A Interest Accrual Amount   
with respect to such Distribution Date; (D) to the Classes of Group IV-A        
Certificates, pro rata, based upon their respective Interest Accrual Amounts, in
an aggregate amount up to the Group IV-A Interest Accrual Amount with respect to
such Distribution Date; and (E) to the Classes of Group V-A Certificates, pro   
rata, based upon their respective Interest Accrual Amounts, in an aggregate     
amount up to the Group V-A Interest Accrual Amount with respect to such         
Distribution Date;                                                              

       second, (A) to the Classes of Group I-A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate 
amount up to the Aggregate Group I-A Unpaid Interest Shortfall; (B) to the      
Classes of Group II-A Certificates, pro rata, based upon their respective Class 
A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate Group  
II-A Unpaid Interest Shortfall; (C) to the Classes of Group III-A Certificates, 
pro rata, based upon their respective Class A Unpaid Interest Shortfalls, in an 
aggregate amount up to the Aggregate Group III-A Unpaid Interest Shortfall; (D) 
to the Classes of Group IV-A Certificates, pro rata, based upon their respective
Class A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate  
Group IV-A Unpaid Interest Shortfall; and (E) to the Classes of Group V-A       
Certificates, pro rata, based upon their respective Class A Unpaid Interest     
Shortfalls, in an aggregate amount up to the Aggregate Group V-A Unpaid Interest
Shortfall;                                                                      

          third, (A) to the Group I-A Certificates in an aggregate amount up
to the Group I-A Optimal Principal Amount, such distribution to be allocated    
among such Classes in accordance with Section 4.01(b)(i); (B) to the Group II-A 
Certificates in an aggregate amount up to the Group II-A Optimal Principal      
Amount, such distribution to be allocated among such Classes in accordance with 
Section 4.01(b)(ii); (C) to the Group III-A Certificates in an aggregate amount 
up to the Group III-A Optimal Principal Amount, such distribution to be         
allocated among such Classes in accordance with Section 4.01(b)(iii); (D) to the
Group IV-A Certificates in an aggregate amount up to the Group IV-A Optimal     
Principal Amount, such distribution to be allocated among such Classes in       
accordance with Section 4.01(b)(iv); and (E) to the Group V-A Certificates in an
aggregate amount up to the Group V-A Optimal Principal Amount, such distribution
to be allocated among such Classes in accordance with Section 4.01(b)(v);       

            (ii) to the Class B Certificates, from the Group I Pool Distribution
Amount, Group II Pool Distribution Amount, Group III Pool Distribution Amount,  
Group IV Pool Distribution Amount and Group V Pool Distribution Amount, as      
follows:                                                                        

            first, 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;                                                                           

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

          third, to the Class B-1  Certificates in an amount up to the Class
B-1 Optimal Principal Amount;                                                   

    fourth, 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;                                                              

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

          sixth, to the Class B-2  Certificates in an amount up to the Class
B-2 Optimal Principal Amount;                                                   

     seventh, 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;                                                              

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

          ninth, to the Class B-3  Certificates in an amount up to the Class
B-3 Optimal Principal Amount;                                                   

            tenth, 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;                                                                           

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

           twelfth, to the Class B-4 Certificates in an amount up to the Class
B-4 Optimal Principal Amount;                                                   

        thirteenth, 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;                                                              

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

       fifteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount;                                             

       sixteenth, 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;                                                              

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

        eighteenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; and                                         

        nineteenth, to the Holder of the Class I-A-R Certificate, (i) in
respect of the Class I-A-R Interest, any amounts remaining in the Upper-Tier    
Certificate Account and (ii) in respect of the Class I-A-LR Interest, any       
amounts remaining in the Payment Account.                                       

         Notwithstanding the foregoing, after the Principal Balance of any
Class 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).                                                    

    On each Distribution Date, any Reimbursement Amount shall be
distributed sequentially to the Classes of Class A Certificates of the related  
Group and Class B Certificates then outstanding which bore the loss to which    
such Reimbursement Amount relates beginning with the most senior of such Class  
of Class A Certificates of such Group and Class B 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 Group I Pool Distribution Amount, Group II Pool Distribution 
Amount, Group III Pool Distribution Amount, Group IV Pool Distribution Amount or
Group V Pool Distribution Amount, as applicable.                                

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

          (iii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, interest shall be distributed in respect of each        
Uncertificated Lower-Tier Interest at the pass-through rate thereon, as         
described in the final paragraph of this Section 4.01(a)(iii). On each          
Distribution Date, all distributions of principal shall be made first, to the   
Class I-LS Interest, Class II-LS Interest, Class III-LS Interest, Class IV-LS   
Interest and the Class V-LS Interest, so as to keep the principal balances      
thereof equal to 0.1% of the Group I Subordinate Amount, Group II Subordinate   
Amount, Group III Subordinate Amount, Group IV Subordinate Amount and Group V   
Subordinate Amount, respectively (except that if any such excess is a larger    
number than in the preceding distribution period, the least amount of principal 
shall be distributed to the Class I-LS Interest, Class II-LS Interest, Class    
III-LS Interest, Class IV-LS Interest and Class V-LS Interest such that the     
Subordinate Balance Ratio is maintained); and second, any remaining principal to
the Class I-L Interest, Class II-L Interest, Class III-L Interest, Class IV-L   
Interest and Class V-L Interest. Such amounts distributed to the Uncertificated 
Lower-Tier Interests in respect of principal and interest with respect to any   
Distribution Date are referred to herein collectively as the "Lower-Tier        
Distribution Amount." Any distributions made to the Uncertificated Lower-Tier   
Interests pursuant to this paragraph shall be made (a) from Group I Pool        
Distribution Amounts distributed in respect of principal to Uncertificated      
Lower-Tier Interests beginning with the numeral "I," (b) from Group II Pool     
Distribution Amounts distributed in respect of principal to Uncertificated      
Lower-Tier Interests beginning with the numeral "II," (c) from Group III Pool   
Distribution Amounts distributed in respect of principal to Uncertificated      
Lower-Tier Interests beginning with the numeral "III," (d) from Group IV Pool   
Distribution Amounts distributed in respect of principal to Uncertificated      
Lower-Tier Interests beginning with the numeral "IV," and (e) from Group V Pool 
Distribution Amounts distributed in respect of principal to Uncertificated      
Lower-Tier Interests beginning with the numeral "V."                            

          Realized Losses shall be applied after all distributions have been
made on each Distribution Date first, to the Class I-LS Interest, Class II-LS   
Interest, Class III-LS Interest, Class IV-LS Interest and Class V-LS Interest so
as to keep their principal balances equal to 0.1% of the Group I Subordinate    
Amount, Group II Subordinate Amount, Group III Subordinate Amount, Group IV     
Subordinate Amount and Group V Subordinate Amount, respectively (except that if 
any such excess is a larger number than in the preceding distribution period,   
the least amount of Realized Losses shall be allocated to the Class I-LS        
Interest, Class II-LS Interest, Class III-LS Interest, Class IV-LS Interest and 
Class V-LS Interest such that the Subordinate Balance Ratio is maintained); and 
second, the remaining Realized Losses shall be allocated to the Class I-L       
Interest, Class II-L Interest, Class III-L Interest, Class IV-L Interest and    
Class V-L Interest. Any Realized Losses allocated to the Uncertificated         
Lower-Tier Interests pursuant to this paragraph shall be (a) from Realized      
Losses allocated to Loan Group I in the case of Uncertificated Lower-Tier       
Interests beginning with the numeral "I," (b) from Realized Losses allocated to 
Loan Group II in the case of Uncertificated Lower-Tier Interests beginning with 
the numeral "II," (c) from Realized Losses allocated to Loan Group III in the   
case of Uncertificated Lower-Tier Interests beginning with the numeral "III,"   
(d) from Realized Losses allocated to Loan Group IV in the case of              
Uncertificated Lower-Tier Interests beginning with the numeral "IV," and (e)    
from Realized Losses allocated to Loan Group V in the case of Uncertificated    
Lower-Tier Interests beginning with the numeral "V."                            

    Recoveries and Reimbursement Amounts shall be applied to the
Uncertificated Lower Tier Interests in a manner analogous to the application of 
Realized Losses to the Uncertificated Lower Tier Interests.                     

        As of any date, the aggregate principal balance of the Class I-L
Interest and the Class I-LS Interest shall equal the principal balance of Loan  
Group I. As of any date, the aggregate principal balance of the Class II-L      
Interest and the Class II-LS Interest shall equal the principal balance of Loan 
Group II. As of any date, the aggregate principal balance of the Class III-L    
Interest and the Class III-LS Interest shall equal the principal balance of Loan
Group III. As of any date, the aggregate principal balance of the Class IV-L    
Interest and the Class IV-LS Interest shall equal the principal balance of Loan 
Group IV. As of any date, the aggregate principal balance of the Class V-L      
Interest and the Class V-LS Interest shall equal the principal balance of Loan  
Group V.                                                                        

        The pass-through rate with respect to the Class I-L Interest and
Class I-LS Interest shall be the Net WAC of the Group I Mortgage Loans. The     
pass-through rate with respect to the Class II-L Interest and Class II-LS       
Interest shall be the Net WAC of the Group II Mortgage Loans. The pass-through  
rate with respect to the Class III-L Interest and Class III-LS Interest shall be
the Net WAC of the Group III Mortgage Loans. The pass-through rate with respect 
to the Class IV-L Interest and Class IV-LS Interest shall be the Net WAC of the 
Group IV Mortgage Loans. The pass-through rate with respect to the Class V-L    
Interest and Class V-LS Interest shall be the Net WAC of the Group V Mortgage   
Loans. Any Non-Supported Interest Shortfalls will be allocated to each          
Uncertificated Lower-Tier Interest in the same relative proportions as interest 
is allocated to such Uncertificated Lower-Tier Interest.                        

(b) (i) Group I-A Certificates                          

      On each Distribution Date occurring prior to the Subordination
Depletion Date, the Group I Principal Distribution Amount for the Group I-A     
Certificates will be allocated among and distributed in reduction of the        
Principal Balances of the Group I-A Certificates, sequentially, as follows:     

first, to the Class I-A-R Certificates; and             

second, sequentially, to the Class I-A-1 and Class I-A-2
Certificates.                                                                   

(ii) Group II-A Certificates                            

      On each Distribution Date occurring prior to the Subordination
Depletion Date, the Group II Principal Distribution Amount for the Group II-A   
Certificates will be allocated among and distributed in reduction of the        
Principal Balances of the Group II-A Certificates, concurrently, to the Class   
II-A-1 and Class II-A-2 Certificates, pro rata.                                 

(iii) Group III-A Certificates                          

      On each Distribution Date occurring prior to the Subordination
Depletion Date, the Group III Principal Distribution Amount for the Group III-A 
Certificates will be allocated among and distributed in reduction of the        
Principal Balances of the Group III-A Certificates, concurrently, to the Class  
III-A-1 and Class III-A-2 Certificates, pro rata.                               

(iv)  Group IV-A Certificates                           

      On each Distribution Date occurring prior to the Subordination
Depletion Date, the Group IV Principal Distribution Amount for the Group IV-A   
Certificates will be allocated among and distributed in reduction of the        
Principal Balances of the Group IV-A Certificates, concurrently, to the Class   
IV-A-1 and Class IV-A-2 Certificates, pro rata.                                 

(v) Group V-A Certificates                              

      On each Distribution Date occurring prior to the Subordination
Depletion Date, the Group V Principal Distribution Amount for the Group V-A     
Certificates will be allocated among and distributed in reduction of the        
Principal Balances of the Group V-A Certificates, concurrently, as follows:     

(A) 4.9999775328% to the Class V-A-7 Certificates; and  

(B) 95.0000224672%, concurrently, as follows:           

           (1) 20.2711468604% to the Class V-A-1 Certificates; and

 (2) 79.7288531396%, sequentially, as follows:

            (a) up to $1,000 for such Distribution Date,
concurrently, as follows:                   

                 (i) 42.1080999141% to the Class V-A-6
Certificates; and               

                           (ii) 57.8919000859%, sequentially, to the Class
                V-A-3, Class V-A-4 and Class V-A-5 Certificates;

                        (b) to the Class V-A-2 Certificates up to $4,000,000 for
such Distribution Date;                     

(c) concurrently, as follows:   

                 (i) 42.1080999141% to the Class V-A-6
Certificates; and               

                           (ii) 57.8919000859%, sequentially, to the Class
                    V-A-3, Class V-A-4 and Class V-A-5 Certificates; and

(d) to the Class V-A-2 Certificates.      

        (vi) Notwithstanding the foregoing, (X) on any Distribution Date
occurring prior to the Subordination Depletion Date but on or after the date on 
which the Principal Balances of the Group I-A Certificates, Group II-A          
Certificates, Group III-A Certificates, Group IV-A Certificates or Group V-A    
Certificates have been reduced to zero and on which (a) the Aggregate           
Subordinated Percentage for such Distribution Date is less than 5.50% or (b) the
average outstanding principal balance of the Mortgage Loans delinquent 60 days  
or more over the preceding six months as a percentage of the Class B Principal  
Balance is greater than or equal to 100%, the remaining Group of Class A        
Certificates will be entitled to receive as principal, in addition to any       
principal payments described in Section 4.01(a) above, in accordance with the   
priorities set forth in Section 4.01(b)(i), (ii), (iii), (iv) or (v) above and  
until the aggregate Principal Balance of each such Group of Class A Certificates
has been reduced to zero, amounts otherwise distributable pursuant to clauses   
(ii) and (iii) of the Class B Loan Group Optimal Principal Amounts with respect 
to the related Loan Group (other than Liquidation Proceeds that are not Partial 
Liquidation Proceeds) (without regard to this clause (vi)) first to the Class   
B-6 Certificates pursuant to Paragraph eighteenth of 4.01(a)(ii) above, second  
to the Class B-5 Certificates pursuant to Paragraph fifteenth of 4.01(a)(ii)    
above, third to the Class B-4 Certificates pursuant to Paragraph twelfth of     
4.01(a)(ii) above, fourth to the Class B-3 Certificates pursuant to Paragraph   
ninth of 4.01(a)(ii) above, fifth to the Class B-2 Certificates pursuant to     
Paragraph sixth of 4.01(a)(ii) above and sixth to the Class B-1 Certificates    
pursuant to Paragraph third of 4.01(a)(ii) above but in each case only from the 
applicable Apportioned Class B Principal Distribution Amount for such Class of  
Class B Certificates and (Y) if on any Distribution Date the Group I-A Principal
Balance, Group II-A Principal Balance, Group III-A Principal Balance, Group IV-A
Principal Balance or Group V-A Principal Balance (after giving effect to all    
distributions on such Distribution Date) is greater than the Group I Adjusted   
Pool Amount, Group II Adjusted Pool Amount, Group III Adjusted Pool Amount,     
Group IV Adjusted Pool Amount or Group V Adjusted Pool Amount, respectively (the
Group I-A Certificates, Group II-A Certificates, Group III-A Certificates, Group
IV-A Certificates or Group V-A Certificates, as applicable, in such instance,   
the "Undercollateralized Group"), the Class A Certificates of the               
Undercollateralized Group will be entitled to receive first in respect of any   
Class A Unpaid Interest Shortfalls therefor (including any Group I Interest     
Shortfall Amount, Group II Interest Shortfall Amount, Group III Interest        
Shortfall Amount, Group IV Interest Shortfall Amount or Group V Interest        
Shortfall Amount, as applicable, arising on such Distribution Date) and second  
as principal, in addition to any principal payments described in Section        
4.01(a)(i) above, in accordance with the priorities set forth in Section        
4.01(b)(i), (ii), (iii), (iv) or (v) above and until the aggregate Principal    
Balance of the Class A Certificates of the Undercollateralized Group equals the 
Group I Adjusted Pool Amount, Group II Adjusted Pool Amount, Group III Adjusted 
Pool Amount, Group IV Adjusted Pool Amount or Group V Adjusted Pool Amount, as  
applicable, all amounts otherwise distributable (without regard to this clause  
(vi)) first to the Class B-6 Certificates pursuant to Paragraph eighteenth of   
4.01(a)(ii) above, second to the Class B-5 Certificates pursuant to Paragraph   
fifteenth of 4.01(a)(ii) above, third to the Class B-4 Certificates pursuant to 
Paragraph twelfth of 4.01(a)(ii) above, fourth to the Class B-3 Certificates    
pursuant to Paragraph ninth of 4.01(a)(ii) above, fifth to the Class B-2        
Certificates pursuant to Paragraph sixth of 4.01(a)(ii) above and sixth to the  
Class B-1 Certificates pursuant to Paragraph third of 4.01(a)(ii) above (such   
amount, the "Undercollateralized Amount"). If two or more Groups remain         
outstanding, the distributions described in Section 4.01(b)(vi)(X) will be made 
among such outstanding Groups in proportion to the Group A Principal Balances of
such Groups (after distributions pursuant to Sections 4.01(b)(i), (ii), (iii),  
(iv) and (v)). If two or more Groups are Undercollateralized Groups, the        
distributions described in this Section 4.01(b)(vi)(Y) shall be made to such    
Groups pro rata in proportion to the amount by which the Group A Principal      
Balance of each such Group exceeds the Group I Adjusted Pool Amount, Group II   
Adjusted Pool Amount, Group III Adjusted Pool Amount, Group IV Adjusted Pool    
Amount or Group V Adjusted Pool Amount, as applicable.                          

    (c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, (I) the Group   
I-A Principal Distribution Amount shall be distributed among the Classes of     
Group I-A Certificates, (II) the Group II-A Principal Distribution Amount shall 
be distributed among the Classes of Group II-A Certificates, (III) the Group    
III-A Principal Distribution Amount shall be distributed among the Classes of   
Group III-A Certificates, (IV) the Group IV-A Principal Distribution Amount     
shall be distributed among the Classes of Group IV-A Certificates and (V) the   
Group V-A Principal Distribution Amount shall be distributed among the Classes  
of Group V-A 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), (ii), (iii), (iv) or (v).                      

         (d)(i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive unscheduled principal distributions (other 
than Liquidation Proceeds that are not Partial Liquidation Proceeds) with       
respect to any Distribution Date, the following tests shall apply:              

         (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
such unscheduled 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 such 
unscheduled 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 such unscheduled  
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 such unscheduled 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 such unscheduled principal.                

           (ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate principal distributions to Holders of the Classes of Class B          
Certificates would reduce the Principal Balances of the Classes of Class B      
Certificates below zero, first the Group I Class B Prepayment Percentage, Group 
II Class B Prepayment Percentage, Group III Class B Prepayment Percentage, Group
IV Class B Prepayment Percentage and Group V 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 Group I Class B Percentage, Group II Class B Percentage, Group   
III Class B Percentage, Group IV Class B Percentage and Group V 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 Group I Subordinated       
Prepayment Percentage, Group II Subordinated Prepayment Percentage, Group III   
Subordinated Prepayment Percentage, Group IV Subordinated Prepayment Percentage 
and Group V Subordinated Prepayment Percentage and the Group I Subordinated     
Percentage, Group II Subordinated Percentage, Group III Subordinated Percentage,
Group IV Subordinated Percentage and Group V Subordinated Percentage in such    
computations the difference between (A) the Group I Subordinated Prepayment     
Percentage, Group II Subordinated Prepayment Percentage, Group III Subordinated 
Prepayment Percentage, Group IV Subordinated Prepayment Percentage or Group V   
Subordinated Prepayment Percentage or the Group I Subordinated Percentage, Group
II Subordinated Percentage, Group III Subordinated Percentage, Group IV         
Subordinated Percentage or Group V 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        
unscheduled principal in accordance with this section shall be reduced to zero  
on such Distribution Date, the Group I Class B Prepayment Percentage, Group II  
Class B Prepayment Percentage, Group III Class B Prepayment Percentage, Group IV
Class B Prepayment Percentage and Group V Class B Prepayment Percentage of the  
Class of Class B Certificates with the lowest numerical Class designation which 
would otherwise be ineligible to receive such distributions of unscheduled      
principal in accordance with this Section shall equal the remainder of the Group
I Subordinated Prepayment Percentage, Group II Subordinated Prepayment          
Percentage, Group III Subordinated Prepayment Percentage, Group IV Subordinated 
Prepayment Percentage and Group V Subordinated Prepayment Percentage for such   
Distribution Date minus the sum of the Group I Class B Prepayment Percentages,  
Group II Class B Prepayment Percentages, Group III Class B Prepayment           
Percentages, Group IV Class B Prepayment Percentages and Group V Class B        
Prepayment Percentages of the Classes of Class B Certificates having lower      
numerical Class designations, if any. Any entitlement of any Class of Class B   
Certificates to principal payments solely pursuant to this clause (ii) shall not
cause such Class to be regarded as being eligible to receive such unscheduled   
principal distributions for the purpose of applying the definition of its Group 
I Class B Prepayment Percentage, Group II Class B Prepayment Percentage, Group  
III Class B Prepayment Percentage, Group IV Class B Prepayment Percentage or    
Group V Class B Prepayment Percentage.                                          

           (e) The Master Servicer shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible    
Account (provided that such account may be deemed a sub-account of the Payment  
Account so long as the Master Servicer is the Paying Agent). 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 available on deposit in the Payment Account, be deemed to  
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount. The Master   
Servicer may clear and terminate the Upper-Tier Certificate Account pursuant to 
Section 9.01.                                                                   

            (f) 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 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(f) 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 11.15, 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 Residual 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 Group I-A Distribution Amount, Group II-A Distribution Amount,     
Group III-A Distribution Amount, Group IV-A Distribution Amount or Group V-A    
Distribution Amount, as applicable, 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 Residual 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 notice to the Paying Agent. The Paying Agent shall 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         
Certificate Registrar 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)(i).                                                             

        (g) 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(g) 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 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) occurring with respect to  
Group I Mortgage Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group
IV Mortgage Loans and Group V Mortgage Loans 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, (i) with respect to such losses occurring with respect to
Group I Mortgage Loans, to the Group I-A Certificates; (ii) with respect to such
losses occurring with respect to Group II Mortgage Loans, to the Group II-A     
Certificates; (iii) with respect to such losses occurring with respect to Group 
III Mortgage Loans, to the Group III-A Certificates; (iv) with respect to such  
losses occurring with respect to Group IV Mortgage Loans, to the Group IV-A     
Certificates; and (v) with respect to such losses occurring with respect to     
Group V Mortgage Loans, to the Group V-A Certificates.                          

       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) With respect to any Distribution Date, the interest portion of
Realized Losses occurring with respect to the Group I Mortgage Loans, Group II  
Mortgage Loans, Group III Mortgage Loans, Group IV Mortgage Loans and Group V   
Mortgage Loans will be allocated after the Subordination Depletion Date among   
the outstanding Classes of Group I-A, Group II-A, Group III-A, Group IV-A and   
Group V-A Certificates, respectively, based on their Group I-A Interest         
Percentage, Group II-A Interest Percentage, Group III-A Interest Percentage,    
Group IV-A Interest Percentage and Group V-A Interest Percentage.               

          (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 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.             

           (e) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized    
Losses allocated pursuant to this Section 4.02 will be allocated to each        
Uncertificated Lower-Tier Interest as provided in Section 4.01(a)(iii).         

          (f) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to    
each Uncertificated Lower-Tier Interest as provided in Section 4.01(a)(iii).    

Section 4.03 Paying Agent.                              

            (a) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account (unless the Master Servicer is the      
Paying Agent, in which case, the Certificate Account may be the Payment 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 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 Trustee may, at any time, remove or replace the   
Paying Agent, other than Wells Fargo Bank for so long as Wells Fargo Bank is    
acting as the Master Servicer. If Wells Fargo Bank is no longer acting as Master
Servicer, the Master Servicer shall pay, from its own funds, the reasonable     
compensation of any Paying Agent other than Wells Fargo Bank.                   

           The Trustee shall cause any Paying Agent that is not HSBC Bank USA,
National Association or Wells Fargo Bank to execute and deliver to the Trustee  
an instrument (a "Paying Agent Agreement") in which such Paying Agent agrees    
with the Trustee that such Paying Agent shall:                                  

      (i) hold all amounts remitted to it by the 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;     

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

          (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; and                     

            (iv) provide to the Master Servicer the assessment of compliance and
accountants report provided for in Section 3.11 with respect to the 
    Servicing Criteria set forth in Item 1122(d) of Regulation AB applicable
to the duties of the 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 Group I-A Interest Distribution Amount allocated to the Group I-A
      Certificates, Current Group II-A Interest Distribution Amount allocated to
  the Group II-A Certificates, Current Group III-A Interest Distribution
Amount allocated to the Group III-A Certificates, Current Group IV-A
      Interest Distribution Amount allocated to the Group IV-A Certificates, and
     Current Group V-A Interest Distribution Amount allocated to the Group V-A
Certificates, (C) any Group I Interest Shortfall Amounts, Group II  
      Interest Shortfall Amounts, Group III Interest Shortfall Amounts, Group IV
    Interest Shortfall Amounts or Group V 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 Shortfall
      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 or reimbursed to any
  Servicer, the Master Servicer or the Trustee pursuant to the Servicing
Agreements or this Agreement;                                       

          (vii) 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;                                                 

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

(ix) the pools factors for such Distribution Date;      

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

           (xi) the Group I-A Principal Balance, Group II-A Principal Balance,
  Group III-A Principal Balance, Group IV-A Principal Balance, Group V-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;   

          (xii) the Group I Adjusted Pool Amount, the Group II Adjusted Pool
  Amount, the Group III Adjusted Pool Amount, the Group IV Adjusted Pool
     Amount, the Group V Adjusted Pool Amount, the Group I Pool Balance of the
Group I Mortgage Loans for such Distribution Date, the Group II Pool
  Balance of the Group II Mortgage Loans for such Distribution Date, the
Group III Pool Balance of the Group III Mortgage Loans for such     
 Distribution Date, the Group IV Pool Balance of the Group IV Mortgage
      Loans for such Distribution Date and the Group V Pool Balance of the Group
V Mortgage Loans for such Distribution Date;                        

        (xiii) the aggregate Scheduled Principal Balances of the Group I
    Mortgage Loans, Group II Mortgage Loans, Group III Mortgage Loans, Group
     IV Mortgage Loans and Group V Mortgage Loans serviced by Wells Fargo Bank
    in its capacity as Servicer and, collectively, by the Other Servicers as
of such Distribution Date;                                          

          (xiv) the Group I-A Percentage, Group II-A Percentage, Group III-A
Percentage, Group IV-A Percentage and Group V-A Percentage for such 
Distribution Date;                                                  

       (xv) the Group I-A Prepayment Percentage, Group II-A Prepayment
Percentage, Group III-A Prepayment Percentage, Group IV-A Prepayment
      Percentage and Group V-A Prepayment Percentage for such Distribution Date;

           (xvi) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
   B-5 and Class B-6 Percentages; the Group II Class B-1, Class B-2, Class
    B-3, Class B-4, Class B-5 and Class B-6 Percentages; the Group III Class
      B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Percentages;
  the Group IV Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
   Class B-6 Percentages; and the Group V Class B-1, Class B-2, Class B-3,
      Class B-4, Class B-5 and Class B-6 Percentages for such Distribution Date;

            (xvii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
   B-5 and Class B-6 Prepayment Percentages; the Group II Class B-1, Class
      B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages;
   the Group III Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
      Class B-6 Prepayment Percentages; the Group IV Class B-1, Class B-2, Class
   B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages; and the
   Group V 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;              

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

         (xix) 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;                                   

        (xx) the aggregate amount of Realized Losses incurred during the
preceding calendar month;                                           

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

         (xxii) the amount by which the Principal Balance of each Class of
     Class B Certificates has been reduced as a result of Realized Losses with
 respect to Group I Mortgage Loans, Group II Mortgage Loans, Group III
Mortgage Loans, Group IV Mortgage Loans and Group V Mortgage Loans  
allocated as of such Distribution Date;                             

     (xxiii) the amount of the aggregate Servicing Fees and Master
 Servicing Fees paid (and not previously reported) with respect to 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; and                    

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

     (xxv) 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;                                                       

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

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

            (xxviii) if any of the Mortgage Loans have prepayment penalties, the
aggregate amount of any prepayment penalties paid; and              

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

       In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (ii) and (iii) above and with respect  
to a Class of Class B Certificates pursuant to clauses (iv) and (v) above, the  
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Residual Certificate) with a $1,000 Denomination, and as a      
dollar amount per Residual 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 (ii) and
(iii)(A) above in the case of a Class A Certificateholder and the information   
set forth in clauses (iv) and (v)(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
Paying Agent 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.

          Unless the Master Servicer is acting as the Paying Agent, prior to
the close of business on the second Business Day preceding each Distribution    
Date, the Master Servicer shall furnish a statement to any Paying Agent (the    
information in such statement to be made available to Certificateholders by the 
Paying Agent on written request) setting forth the Group I-A Distribution       
Amount, Group II-A Distribution Amount, Group III-A Distribution Amount, Group  
IV-A Distribution Amount or Group V-A Distribution Amount, as applicable, 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,     
which in the case of Wells Fargo Bank, is located at "www.ctslink.com." In      
addition, the Paying Agent shall provide copies of the Distribution Date        
Statement and the annual statements required pursuant to Section 4.04(a) to     
Persons making written requests therefor at its Corporate Trust Office.         
Assistance in using the internet website can be obtained by calling the Master  
Servicer's customer service desk, which in the case of Wells Fargo Bank, is at  
(301) 815-6600. Parties that are unable to use the above 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).           

            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.                                                        

EX-4.1
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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 Residual      
Certificate, integral multiples of $1,000 in excess thereof (except, if         
necessary, for one Certificate of each Class (other than the Class Residual     
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-I-A-1, A-I-A-2,   
A-I-A-R, A-II-A-1, A-II-A-2, A-III-A-1, A-III-A-2, A-IV-A-1, A-IV-A-2, A-V-A-1, 
A-V-A-2, A-V-A-3, A-V-A-4, A-V-A-5, A-V-A-6, A-V-A-7, 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 Paying Agent 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 Paying Agent
by any Responsible Officer thereof. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Paying
Agent shall bind the Paying Agent notwithstanding that such individuals or any  
of them have ceased to hold such offices prior to the countersigning of such    
Certificates 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 Authenticating Agent, 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 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,
      the Paying Agent 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  
Paying Agent at its Corporate Trust Office.                                     

Section 5.02 Registration of Certificates.              

          (a) The Certificate Registrar 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 Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as  
herein provided. The Master Servicer 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 Paying Agent shall execute, 
and shall date, countersign (or cause the Authenticating Agent to countersign)  
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 Paying Agent shall execute,   
and shall date, countersign (or cause the Authenticating Agent to countersign)  
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 Paying Agent)
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 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 Paying Agent 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, 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 Master Servicer 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 Master Servicer 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 Depositor or the Master Servicer, and (ii) the Master Servicer   
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 Master Servicer the facts surrounding such  
transfer, which investment letter shall not be an expense of 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  
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 Master Servicer 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 Master Servicer 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 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-4, Class
B-5 or Class B-6 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    
Master Servicer 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 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 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, Officer's Certificates and       
agreements shall not be an expense of 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
Residual 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 Residual Certificate
in connection with the conduct of a trade or business within the United States  
and has furnished the transferor and the Master Servicer 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 Master Servicer an opinion of a        
nationally recognized tax counsel to the effect that the transfer of the        
Residual Certificate to it is in accordance with the requirements of the Code   
and the regulations promulgated thereunder and that such transfer of the        
Residual 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 Paying Agent shall not execute,  
and shall not countersign (or cause the Authenticating Agent to countersign) and
deliver, a new Residual 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 Paying Agent shall accept a surrender 
for transfer or registration of transfer, or register the transfer of, the      
Residual Certificate, unless the transferor shall have provided to the Master   
Servicer 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 Residual 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 
Residual Certificate to be attributable to a foreign permanent establishment or 
fixed base, within the meaning of an applicable tax treaty, of such transferee  
or any other Person, and (v) the transferee will not transfer the Residual      
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 Residual 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 Residual 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 Paying Agent that any legal or beneficial interest in any portion
of the Residual 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 Residual Certificate in constructive trust for the  
last transferor who was not a disqualified organization or agent thereof, and   
such transferor shall be restored as the owner of such Residual 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 Residual Certificate, and (ii) the Master        
Servicer agrees to furnish to the Internal Revenue Service and to any transferor
of the Residual 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 Residual 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 Paying Agent,
the Certificate Registrar or the Authenticating Agent, or the Paying Agent, the 
Certificate Registrar 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 Paying Agent, the Certificate Registrar 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 Paying Agent, 
the Certificate Registrar or the Authenticating Agent that such Certificate has 
been acquired by a bona fide purchaser, the Paying Agent shall execute and      
countersign (or cause the Authenticating Agent to countersign) 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 Paying Agent 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 Paying Agent 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 Paying Agent, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the  
Trustee, the Paying Agent 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, the Paying Agent nor any agent of the       
Depositor, the Master Servicer, the Trustee, the Certificate Registrar or the   
Paying Agent shall be affected by notice to the contrary.                       

    Section 5.05 Access to List of Certificateholders' Names and
Addresses.                    

           (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Paying      
Agent, within 15 days after receipt by the Certificate Registrar of a request by
the Paying Agent in writing, a list, in such form as the Paying Agent may       
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 Certificate Registrar, 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 Certificate Registrar 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 Certificate Registrar.                           

            (c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Depositor, the Master Servicer, the Certificate Registrar, the  
Paying Agent and the Trustee that neither the Depositor, the Master Servicer,   
the Certificate Registrar, the Paying Agent 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 Certificate Registrar 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 Certificate   
Registrar initially designates the Corporate Trust Office of the Certificate    
Registrar, if any, as its offices and agencies for said purposes.               

Section 5.07 Definitive Certificates.                   

           If (A) the Clearing Agency advises the Paying Agent 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 Paying Agent   
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 Paying Agent 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 Paying Agent shall execute
and cause the Authenticating Agent to countersign 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 Paying Agent shall  
not execute or cause the Authenticating Agent to countersign Definitive         
Certificates in exchange for Book-Entry Certificates except as set forth above. 
Neither the Depositor, the Master Servicer nor the Paying Agent 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.  

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 Paying Agent shall give all such notices and communications specified 
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.

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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, (a) in the case of the Master Servicer, any such successor or resulting   
Person shall 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 (unless giving such prior notice would 
be prohibited by applicable law or by a confidentiality agreement, in which case
notice shall be given by 12 noon eastern time one Business Day after such merger
or consolidation).                                                              

         Section 6.03 Limitation on Liability of the 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 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, 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.                

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, subject 
to Section 6.06(b), 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, 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); provided however, that prior to engaging any affiliate or    
third party vendor in connection with the performance of any of its duties under
this Agreement, the Master Servicer shall determine (i) if such affiliates or   
third party vendors would be a Servicing Function Participant and (ii) if such  
affiliate or third party vendor would be a "servicer" within the meaning of Item
1101 of Regulation AB (an "Additional Master Servicer") and meets the criteria  
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If the Master Servicer   
has determined that such affiliates or third party vendors are a Servicing      
Function Participant, the Master Servicer shall cause such Servicing Function   
Participant to prepare and deliver to the Master Servicer a separate assessment 
and attestation report, as contemplated by Section 3.11 of this Agreement. In   
addition, if the Master Servicer has determined that any such affiliate or third
party vendor would be an Additional Master Servicer and meets the criteria in   
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, the Master Servicer shall   
cause such Additional Master Servicer to prepare and deliver to the Master      
Servicer a separate compliance statement as contemplated by Section 3.05 of this
Agreement. In addition, if the Master Servicer 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 not engage such affiliate or third     
party vendor unless it provides the Master Servicer and the Depositor the       
information required by Section 1108(b) and 1108(c) of Regulation AB prior to   
such engagement.                                                                

            (c) In the event of any assignment of rights or delegation of duties
of the Master Servicer, the Master Servicer shall report such event on Form 8-K 
within four Business Days after the effective date thereof.                     

       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 (a) 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, including, but not limited to the Master Servicer's obligation  
to deliver any information, report, certification, accountants' letter or other 
material required to comply with Regulation AB or (b) any material breach by the
Master Servicer of any of the representations and warranties contained in       
Section 2.03(a). 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.                                      

 Section 6.08 Master Servicer Errors and Omissions Policy.

       The Master Servicer shall maintain, at all times and at its own
expense, a Master Servicer Errors and Omissions Policy, which policy shall have 
such terms and coverage amounts as are comparable to those of errors and        
omissions policies maintained by master servicers of mortgage loans generally.  

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

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

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 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 either (a) receipt by the Master Servicer of
    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 or (b) solely in the case of the failure of the Master
      Servicer to remit any Periodic Advance required to be remitted pursuant to
  Section 3.03, the date upon which the Master Servicer delivered to the
Trustee the certification required by Section 3.03(a);              

         (ii) any failure on the part of the Master Servicer to observe or
    perform in any material respect any of its covenants or agreements under
    Sections 3.05, 3.11 or 3.12 hereof, subject to any cure period set forth
in such sections;                                                   

            (iii) 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 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
      the Depositor, 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;          

            (iv) 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;                                                               

     (v) 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;                                                       

            (vi) 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;                                         

         (vii) 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 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         

      (viii) 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.               

           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), (ii) or (iii) 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;  
provided however that, without limiting any remedy as a result of such failure, 
the Trustee shall be required to give notice thereof to the Master Servicer in  
the case of the failure by the Master Servicer to observe or perform any of its 
covenants under Sections 3.05, 3.11, 3.12, 6.02 or 6.06(b) of this Agreement.   
For all purposes of this Agreement, in the absence of actual knowledge by a     
Responsible 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),
(ii) and (iii) 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 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 to exceed the compensation specified in Section 
6.05 hereof, which amount shall include compensation for acting as paying agent.
If the Master Servicer and the Paying Agent are not the same party, the Master  
Servicer shall pay the compensation of the Paying Agent. 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, which amount shall include compensation for acting as paying      
agent. 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.                                              

       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.                             

           The predecessor Master Servicer and successor Master Servicer shall
notify the Depositor and Trustee of any such appointment 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 6.02 of Form 8-K not later than the effective   
date of such appointment and the successor Master Servicer shall report such    
event on Form 8-K within four business days of the occurrence of such event.    

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.                                 

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ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of Trustee.                         

            The Trustee, prior to the occurrence of an Event of Default of which
a Responsible Officer of the Trustee shall have actual knowledge 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 of which a Responsible Officer of the    
Trustee shall have actual knowledge 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 person would     
exercise or use under the circumstances in the conduct of such person'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 hereunder.                                                        

        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 of which a
    Responsible Officer of the Trustee shall have actual knowledge 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;    

            (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; and              

          (iv) The Trustee shall not be required to take notice or be deemed
   to have notice or knowledge of any default or Event of Default unless a
    Responsible Officer of the Trustee shall have received written notice or
  obtained actual knowledge thereof. In absence of such notice or actual
      knowledge, the Trustee may conclusively assume that there is no default or
Event of Default.                                                   

            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, Officer's     
     Certificate, certificate of auditors or any other certificate, statement,
    instrument, opinion, report, notice, request, consent, order, appraisal,
    bond or other paper or document 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 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;                                                    

            (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 and the Trustee shall not be responsible for any misconduct or
   negligence on the part of such agent or attorney appointed by any other
     party to this Agreement, including without limitation, the appointment of
any custodian;                                                      

            (vi) The Trustee shall be under no obligation to exercise any of the
 trusts or powers vested in it by the Agreement, conduct or defend any
litigation hereunder or in relation hereto at the request, order or 
     direction of any of the Certificateholders, pursuant to the provisions of
    this Agreement, unless such Certificateholders shall have offered to the
 Trustee security or indemnity satisfactory to the Trustee against the
   costs, expenses and liabilities which may be incurred therein or herein
      (which in the case of Certificateholders representing in the aggregate not
less than 66-2/3% of the aggregate Voting Interests will be deemed  
satisfied by a letter agreement with respect to such costs from such
Certificateholders);                                                

       (vii) The right of the Trustee to perform any discretionary act
  enumerated in this Agreement shall not be construed as a duty, and the
    Trustee shall not be answerable for other than its negligence of willful
misconduct in the performance of such act; and                      

           (viii) The Trustee shall not be required to give any bond or surety
 in respect of the execution of the Trust Estate created hereby or the
powers granted hereunder.                                           

Section 8.03 Trustee Not Required to Make Investigation.

 Prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee shall have actual knowledge 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 indemnity reasonably satisfactory to the Trustee against    
such cost, 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 from the 
Master Servicer's own funds.                                                    

           Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor, and 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 in or withdrawn from 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 or otherwise deal 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
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   
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.              

         The obligations of the Trust Estate under this Section 8.06 shall
survive the resignation and removal of the Trustee and payment of the           
Certificates.                                                                   

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.                                  

            In addition, if (a) the Trustee fails to comply with its obligations
to deliver any assessment of servicing compliance or registered public          
accounting firm attestation reports required pursuant to Section 3.11 or (b) any
Servicing Function Participant engaged by the Trustee fails to comply with its  
obligations to deliver any assessment of servicing compliance or registered     
public accounting firm attestation reports, the Master Servicer, may, after     
consultation with the Depositor, 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.   

        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.                                                                    

        If the predecessor trustee has resigned, or has been removed for
cause, 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 without cause      
pursuant to 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, 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 and (ii) 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 under Item 6.02 of Form 8-K not later  
than the effective date of such merger, conversion or consolidation and the     
Master Servicer shall report such event on Form 8-K within four business days of
the occurrence of such event.                                                   

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. Except with respect to Wells Fargo Bank, for so long as    
Wells Fargo Bank is acting as 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.                             

          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.      

          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 fees of any co-trustee whose appointment is necessary or
advisable for (i) conforming to any legal requirement, restriction or condition 
in any state in which any Mortgaged Property or any portion of the Trust Estate 
is located, will be paid by the Master Servicer, without reimbursement from the 
Trust and (ii) any reason other than contemplated by clause (i), will be paid by
the Trustee, without reimbursement from the Trust. 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  
two separate REMICs; or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on any of the         
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of any 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 each of the Upper-Tier REMIC  
and the Lower-Tier 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 each of the Upper-Tier REMIC
and the Lower-Tier REMIC 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 Trust Estate, 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" as defined in the Code based    
upon the issue prices, prepayment assumption and cash flows provided by the     
Depositor to the Master Servicer 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       
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the     
income, expenses, individual Mortgage Loans (including REO Mortgage Loans),     
other assets and liabilities of each REMIC, and the fair market value and       
adjusted basis of the property of each 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 either the Upper-Tier REMIC or the Lower-Tier REMIC within   
the meaning of Code Section 860D(a)(2) other than the interests represented by  
the Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class  
III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1, Class V-A-2, Class V-A-3,     
Class V-A-4, Class V-A-5, Class V-A-6, Class V-A-7, Class B-1, Class B-2, Class 
B-3, Class B-4, Class B-5 and Class B-6 Certificates and the Class I-A-R        
Interest, and the interests in the Lower-Tier REMIC represented by the Class I-L
Interest, Class I-LS Interest, Class II-L Interest, Class II-LS Interest, Class 
III-L Interest, Class III-LS Interest, Class IV-L Interest, Class IV-LS         
Interest, Class V-L Interest, Class V-LS Interest and the Class I-A-LR Interest;
(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 any of 
the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate to tax or (c)    
cause the Trust Estate to fail to qualify as two separate REMICs; (ix) exercise 
reasonable care not to allow either the Upper-Tier REMIC or the Lower-Tier 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 
Upper-Tier REMIC or the Lower-Tier 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 Upper-Tier REMIC or the Lower-Tier REMIC, as the
case may be, 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.                                                                      

          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 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
either REMIC as described above. In the event that the Trustee prepares any of  
the federal, state and local tax returns of either 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 Residual Certificate is hereby designated as the
"tax matters person" for the Upper-Tier REMIC and the Lower-Tier 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 applicable 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 Residual 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.                                

            Section 8.15 Indemnification of the Master Servicer and Depositor by
the Trustee                   

         The Trustee shall indemnify and hold harmless the Master Servicer
and the Depositor and any director, officer or agent thereof against any loss,  
liability or expense, including reasonable attorney's fees, arising out of, in  
connection with or incurred by reason of willful misfeasance, bad faith or      
negligence in the performance of duties of the Trustee or by reason of reckless 
disregard of its obligation to deliver any information, report, certification,  
accountants' letter or other material required to comply with Regulation AB. Any
payment pursuant to this Section made by the Trustee to the Master Servicer or  
the Depositor shall be from such entity's own funds, without reimbursement      
therefor. The provisions of this Section 8.15 shall survive the termination of  
this Agreement.                                                                 

         Notwithstanding anything in this Agreement to the contrary, in no
event shall the Trustee be liable for any special, indirect or consequential    
loss or damage of any kind whatsoever (including but not limited to lost        
profits) resulting from the Trustee's nonperformance of its duties or           
obligations to deliver any information, report, certification, accountants'     
letter or other material required to comply with Regulation AB, even if the     
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.                                                          

Section 8.16 Trustee Errors and Omissions Policy.       

          The Trustee shall maintain, at all times and at its own expense, a
Trustee Errors and Omissions Policy, which policy shall have such terms and     
coverage amounts as are comparable to those of errors and omissions policies    
maintained by trustees generally.                                               

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

   The Trustee shall maintain in effect the Trustee Errors and
Omissions Policy at all times and the Trustee Errors and Omissions Policy may   
not be canceled, permitted to lapse or otherwise terminated without thirty      
Business Days' prior written notice by registered mail to the Master Servicer   
and the Depositor.                                                              

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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 parties to this Agreement created hereby (other than the
obligation of the Paying Agent 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 Paying Agent 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 with respect to   
clauses (x) and (y) any accrued and unpaid interest through the last day of the 
month preceding the month of such purchase at the applicable Mortgage Interest  
Rate 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 11.14 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, the
Paying Agent 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 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 Paying Agent for 
payment of the final distribution and cancellation, shall be given promptly by  
the Paying Agent by letter to Certificateholders and the Trustee 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 Corporate Trust Office of the Paying Agent 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 Corporate Trust Office of the Paying Agent 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 Paying
Agent shall distribute 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      
Residual Certificate, the amounts, if any, which remain on deposit in the       
Upper-Tier Certificate Account and the Certificate Account, respectively (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. Such amount shall be distributed in    
respect of interest and principal in respect of the Uncertificated Lower-Tier   
Interests in the manner specified in Section 4.01(a)(iii). 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) and (ii) 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)
and (e) 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 Paying Agent shall on such date cause
all funds, if any, in the Payment 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 Paying Agent 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 Paying Agent 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 and the Master Servicer have 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 either the Upper-Tier REMIC
or the Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to     
qualify as two separate REMICs at any time that any Certificates are            
outstanding:                                                                    

         (i) The notice given by the Paying Agent under Section 9.01 shall
   provide that such notice constitutes the adoption of a plan of complete
  liquidation of the Upper-Tier REMIC and the Lower-Tier 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
Upper-Tier REMIC and the Lower-Tier 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 the Paying Agent shall
distribute such cash within 90 days of such adoption in the manner  
specified in Section 9.01.                                          

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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 two separate REMICs 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, the Lower-Tier REMIC or the Upper-Tier 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 conform the obligations of the parties under this
Agreement, or to add obligations of the parties to this Agreement, if necessary,
to comply with the requirements of Regulation AB, (v) to change the timing      
and/or nature of deposits into the Upper-Tier Certificate Account and 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, (vi) 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 either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the     
Certificateholders will be subject to a tax caused by a transfer to a           
non-permitted transferee, (vii) 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 (viii) 
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 (v) or (viii) 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 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 either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause 
either the Upper-Tier REMIC or the Lower-Tier REMIC 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.                       

            The Trustee shall give prompt written notice to the Custodian of any
amendment or supplement to this Agreement and furnish the Custodian with written
copies thereof.                                                                 

            (b) Notwithstanding any contrary provision of this Agreement, if any
of the Mortgage Loans are Type 2 Mortgage Loans, as indicated on the Mortgage   
Loan Schedule, the Master Servicer may, from time to time, amend Schedule I     
hereto without the consent of any Certificateholder or the Trustee; provided,   
however, (i) that such amendment does not conflict with any provisions of the   
related Servicing Agreement, (ii) that the related Servicing Agreement provides 
for the remittance of each type of Unscheduled Principal Receipts received by   
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so 
amended) related to each Distribution Date to the Master Servicer no later than 
the 24th day of the month in which such Distribution Date occurs and (iii) that 
such amendment is for the purpose of changing the Applicable Unscheduled        
Principal Receipt Period for Type 2 Mortgage Loans to a Mid-Month Receipt Period
with respect to all Unscheduled Principal Receipts.                             

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.                                              

            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 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.                                  

         Unless otherwise provided in this Agreement, 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 or by facsimile (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: Corporate Trust Services-WFMBS 2006-AR10; facsimile: (410) 715-2380  
or such other address as may hereafter be furnished to the Depositor and the    
Trustee in writing by the Master Servicer and (iii) in the case of the Trustee  
or the Paying Agent, 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 or the Paying Agent. 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 a Responsible Officer has
notice:                                                                         

         (i) any amendment to this Agreement pursuant to Section 10.01(a);

    (ii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;                  

        (iii) any resignation of the Master Servicer pursuant to Section
6.04;                                                               

        (iv) the occurrence of any of the Events of Default described in
Section 7.01;                                                       

           (v) any notice of termination given to the Master Servicer pursuant
to Section 7.01; or                                                 

    (vi) the appointment of any successor to the Master Servicer
pursuant to Section 7.05.                                           

           (b) The Paying Agent shall give prompt notice to each Rating Agency
of any sale or transfer of the Class B Certificates pursuant to Section 5.02 to 
an affiliate of the Depositor.                                                  

           (c) The Paying Agent shall give prompt notice to each Rating Agency
of the making of a final payment pursuant to Section 9.01.                      

       (d) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:                        

    (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.      

      (e) The Master Servicer shall deliver to each Rating Agency or
otherwise make available to each Rating Agency in a format acceptable to each   
Rating Agency:                                                                  

   (i) reports prepared pursuant to Section 3.05 and 3.11; 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. The Master    
Servicer shall take all actions, including, without limitation, filing any      
Uniform Commercial Code continuation statements, as shall be necessary to       
perfect or maintain the perfection of such security interest.                   

  Section 10.10 Regulation AB Compliance; Intent of Parties;
Reasonableness.             

  The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive 
guidance provided by the Commission or its staff, consensus among participants  
in the asset-backed securities markets, advice of counsel, or otherwise, and    
agree to comply with requests made by the Depositor or the Master Servicer in   
good faith for delivery of information under these provisions on the basis of   
evolving interpretations of Regulation AB. In connection with the Trust, the    
parties hereto shall cooperate fully with the Master Servicer and the Depositor 
to deliver to the Master Servicer and/or the Depositor, any and all statements, 
reports, certifications, records and any other information available to such    
party and reasonably necessary in the good faith determination of the Depositor 
or the Master Servicer to permit the Depositor or the Master Servicer to comply 
with the provisions of Regulation AB, together with such disclosures reasonably 
believed by the Depositor or the Master Servicer to be necessary in order to    
effect such compliance.                                                         

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ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01 Cut-Off Date.                             

The Cut-Off Date for the Certificates is June 1, 2006.  

Section 11.02 Cut-Off Date Aggregate Principal Balance. 

          The Cut-Off Date Aggregate Principal Balance is $2,942,525,599.81.

Section 11.03 Original Group Percentage.                

Section 11.03(a) Original Group I-A Percentage.         

The Original Group I-A Percentage is 95.7500788183%.    

Section 11.03(b) Original Group II-A Percentage.        

The Original Group II-A Percentage is 95.7500974992%.   

Section 11.03(c) Original Group III-A Percentage.       

The Original Group III-A Percentage is 95.7500620332%.  

Section 11.03(d) Original Group IV-A Percentage.        

The Original Group IV-A Percentage is 95.7500254041%.   

Section 11.03(e) Original Group V-A Percentage.         

The Original Group V-A Percentage is 95.7499987192%.    

           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 I-A-1                    $502,770,000.00      
Class I-A-2                     $26,462,000.00      
Class I-A-R                            $100.00      
Class II-A-1                   $223,830,000.00      
Class II-A-2                    $11,781,000.00      
Class III-A-1                  $129,583,000.00      
Class III-A-2                    $6,820,000.00      
Class IV-A-1                   $340,476,000.00      
Class IV-A-2                    $17,920,000.00      
Class V-A-1                    $300,000,000.00      
Class V-A-2                    $230,000,000.00      
Class V-A-3                    $368,153,000.00      
Class V-A-4                     $18,679,000.00      
Class V-A-5                    $163,104,000.00      
Class V-A-6                    $400,000,000.00      
Class V-A-7                     $77,891,000.00      

 Section 11.05 Original Aggregate Subordinated Percentage.

      The Original Aggregate Subordinated Percentage is 4.24997151%.

Section 11.06 Original Class B Principal Balance.       

  The Original Class B Principal Balance is $125,056,499.81.

           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                         $67,677,000.00        
Class B-2                         $22,069,000.00        
Class B-3                         $11,770,000.00        
Class B-4                          $8,828,000.00        
Class B-5                          $7,356,000.00        
Class B-6                          $7,356,499.81        

Section 11.08 Original Class B-1 Fractional Interest.   

  The Original Class B-1 Fractional Interest is 1.95000851%.

Section 11.09 Original Class B-2 Fractional Interest.   

  The Original Class B-2 Fractional Interest is 1.20000654%.

Section 11.10 Original Class B-3 Fractional Interest.   

  The Original Class B-3 Fractional Interest is 0.80001002%.

Section 11.11 Original Class B-4 Fractional Interest.   

  The Original Class B-4 Fractional Interest is 0.49999564%.

Section 11.12 Original Class B-5 Fractional Interest.   

  The Original Class B-5 Fractional Interest is 0.25000631%.

Section 11.13 Closing Date.                             

The Closing Date is June 29, 2006.                      

Section 11.14 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               
$294,252,559.98 (10% of the Cut-Off Date Aggregate Principal Balance) at the    
time of any such purchase.                                                      

Section 11.15 Wire Transfer Eligibility.                

         With respect to the Class A Certificates (other than the Residual
Certificate) and the Class B Certificates, the minimum Denomination eligible for
wire transfer on each Distribution Date is $100,000. The Class Residual         
Certificate is not eligible for wire transfer.                                  

Section 11.16 Single Certificate.                       

     A Single Certificate for the Class I-A-1, Class II-A-1, Class
III-A-1, Class IV-A-1, Class V-A-1, Class V-A-2, Class V-A-3, Class V-A-4, Class
V-A-5 and Class V-A-6 Certificates represents a $25,000 Denomination. A Single  
Certificate for the Class I-A-2, Class II-A-2, Class III-A-2, Class IV-A-2,     
Class V-A-7, Class B-1, Class B-2 and Class B-3 Certificates represents a       
$100,000 Denomination. A Single Certificate for the Residual 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 11.17 Servicing Fee Rate.                       

          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 11.18 Master Servicing Fee Rate.                

    The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.010% per annum.                                              

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      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:   /s/ Bradley A. Davis
                                          --------------------------------------
                               Name:  Bradley A. Davis
                             Title: Vice President

                    WELLS FARGO BANK, N.A.
                      as Master Servicer

                              By:   /s/ Jennifer L. Richardson
                                          --------------------------------------
                                     Name:  Jennifer L. Richardson
                                       Title: Assistant Vice President

                                 HSBC BANK USA, NATIONAL ASSOCIATION
              as Trustee

                        By:   /s/ Fernando Acebedo
                                          --------------------------------------
                               Name:  Fernando Acebedo
                             Title: Vice President

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STATE OF MARYLAND       )                                                       
ss.:                            
COUNTY OF FREDERICK     )                                                       

         On this 29th day of July, 2006, before me, a notary public in and
for the State of Maryland, personally appeared Bradley A. Davis, known to me    
who, being by me duly sworn, did depose and say that he resides at Cooksville,  
Maryland; that he is a Vice President of Wells Fargo 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]                                                                 

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STATE OF MARYLAND       )                                                       
ss.:                            
COUNTY OF HOWARD        )                                                       

         On this 29th day of July, 2006, before me, a notary public in and
for the State of Maryland, personally appeared Jennifer L. Richardson, known to 
me who, being by me duly sworn, did depose and say that she resides in Riva,    
Maryland; that she is an Assistant Vice President of Wells Fargo Bank, N.A., a  
national banking association, one of the parties that executed the foregoing    
instrument; and that she signed her name thereto by order of the Board of       
Directors of said association.                                                  

-------------------------                                                       
Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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STATE OF  NEW YORK      )                                                       
ss.:                            
COUNTY OF NEW YORK      )                                                       

         On this 29th day of July, 2006, before me, a notary public in and
for the State of New York, personally appeared Fernando Acebedo, known to me    
who, being by me duly sworn, did depose and say that he resides in Huntington,  
New York; that he is a Vice President of HSBC Bank USA, National Association, a 
national banking association, one of the parties that executed the foregoing    
instrument; and that he signed his name thereto by order of the Board of        
Directors of said association.                                                  

-------------------------                                                       
Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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SCHEDULE I

 Wells Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2006-AR10
 Applicable Unscheduled Principal Receipt Period

                                        Full Unscheduled   Partial Unscheduled
Servicer                                Principal Receipts   Principal Receipts 
---------------------------------       ------------------   ------------------ 

Wells Fargo Bank (Type 1 Mortgage Loans)     Mid-Month          Mid-Month       

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 EXHIBIT A-I-A-1
 [FORM OF FACE OF CLASS I-A-1 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS I-A-1

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AA 7                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAA73                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class I-A-1 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group I-A Distribution Amount for the Class I-A-1           
Certificates required to be distributed to Holders of the Class I-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 Group I-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class I-A-1 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group I Mortgage Loans. 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 I-A-1 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-I-A-2
 [FORM OF FACE OF CLASS I-A-2 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS I-A-2

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

        AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS I-A-1 CERTIFICATES WILL BE BORNE BY THE  
CLASS I-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.                         

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AB 5                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAB56                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class I-A-2 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group I-A Distribution Amount for the Class I-A-2           
Certificates required to be distributed to Holders of the Class I-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 Group I-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class I-A-2 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group I Mortgage Loans. 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 I-A-2 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-I-A-R
 [FORM OF FACE OF CLASS I-A-R CERTIFICATE]

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" 
IN TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUITS" 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 MASTER SERVICER 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 I-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 UPPER-TIER REMIC AND THE LOWER-TIER 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 UPPER-TIER REMIC AND THE LOWER-TIER 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.   

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 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 2006-AR10, CLASS I-A-R

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006                    

CUSIP No.: 94983Y AC 3           First Distribution Date:  July 25, 2006        

ISIN No.: US94983YAC30           Denomination: $                                

Percentage Interest evidenced                                                   
by this Certificate:  %          Final Scheduled Maturity Date:  July 25, 2036  

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        THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holder of the Class I-A-R Certificate with respect to a    
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group I-A Distribution Amount for the Class I-A-R           
Certificate required to be distributed to the Holder of the Class I-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 Group I-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class I-A-R Certificate with respect
to each Distribution Date will be a per annum rate equal to the Net WAC of the  
Group I Mortgage Loans. 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 I-A-R Certificate, as described in the   
Agreement.                                                                      

          Distributions on this Certificate will be made 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 of the Paying Agent specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                     Wells Fargo Bank, N.A.,
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.,                                                         
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                  

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EXHIBIT A-II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS II-A-1

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AD 1                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAD13                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

EX-4.1
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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class II-A-1 Certificates with respect to a 
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group II-A Distribution Amount for the Class II-A-1         
Certificates required to be distributed to Holders of the Class II-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 Group II-A Certificates in accordance with the provisions  
of the Agreement. The pass-through rate on the Class II-A-1 Certificates with   
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group II Mortgage Loans. 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 II-A-1 Certificates,  
as described in the Agreement.                                                  

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

EX-4.1
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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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EXHIBIT A-II-A-2
[FORM OF FACE OF CLASS II-A-2 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS II-A-2

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

        AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS II-A-1 CERTIFICATES WILL BE BORNE BY THE 
CLASS II-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.                        

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AE 9                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAE95                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class II-A-2 Certificates with respect to a 
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group II-A Distribution Amount for the Class II-A-2         
Certificates required to be distributed to Holders of the Class II-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 Group II-A Certificates in accordance with the provisions  
of the Agreement. The pass-through rate on the Class II-A-2 Certificates with   
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group II Mortgage Loans. 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 II-A-2 Certificates,  
as described in the Agreement.                                                  

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

EX-4.1
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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

EX-4.1
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 EXHIBIT A-III-A-1
 [FORM OF FACE OF CLASS III-A-1 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS III-A-1

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AF 6                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAF60                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class III-A-1 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group III-A Distribution Amount for the Class III-A-1       
Certificates required to be distributed to Holders of the Class III-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 Group III-A Certificates in accordance with the provisions 
of the Agreement. The pass-through rate on the Class III-A-1 Certificates with  
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group III Mortgage Loans. 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 III-A-1 Certificates, 
as described in the Agreement.                                                  

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

EX-4.1
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 EXHIBIT A-III-A-2
 [FORM OF FACE OF CLASS III-A-2 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS III-A-2

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

        AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS III-A-1 CERTIFICATES WILL BE BORNE BY THE
CLASS III-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.                       

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AG 4                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAG44                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class III-A-2 Certificates with respect to a
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group III-A Distribution Amount for the Class III-A-2       
Certificates required to be distributed to Holders of the Class III-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 Group III-A Certificates in accordance with the provisions 
of the Agreement. The pass-through rate on the Class III-A-2 Certificates with  
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group III Mortgage Loans. 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 III-A-2 Certificates, 
as described in the Agreement.                                                  

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

EX-4.1
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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                                  By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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EXHIBIT A-IV-A-1
[FORM OF FACE OF CLASS IV-A-1 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS IV-A-1

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AH 2                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAH27                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class IV-A-1 Certificates with respect to a 
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group IV-A Distribution Amount for the Class IV-A-1         
Certificates required to be distributed to Holders of the Class IV-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 Group IV-A Certificates in accordance with the provisions  
of the Agreement. The pass-through rate on the Class IV-A-1 Certificates with   
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group IV Mortgage Loans. 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 IV-A-1 Certificates,  
as described in the Agreement.                                                  

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

EX-4.1
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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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EXHIBIT A-IV-A-2
[FORM OF FACE OF CLASS IV-A-2 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS IV-A-2

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

        AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS IV-A-1 CERTIFICATES WILL BE BORNE BY THE 
CLASS IV-A-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.                        

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AJ 8                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAJ82                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class IV-A-2 Certificates with respect to a 
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group IV-A Distribution Amount for the Class IV-A-2         
Certificates required to be distributed to Holders of the Class IV-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 Group IV-A Certificates in accordance with the provisions  
of the Agreement. The pass-through rate on the Class IV-A-2 Certificates with   
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group IV Mortgage Loans. 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 IV-A-2 Certificates,  
as described in the Agreement.                                                  

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

EX-4.1
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 EXHIBIT A-V-A-1
 [FORM OF FACE OF CLASS V-A-1 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS V-A-1

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AK 5                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAK55                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class V-A-1 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group V-A Distribution Amount for the Class V-A-1           
Certificates required to be distributed to Holders of the Class V-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 Group V-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class V-A-1 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group V Mortgage Loans. 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 V-A-1 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-V-A-2
 [FORM OF FACE OF CLASS V-A-2 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS V-A-2

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AL 3                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAL39                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class V-A-2 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group V-A Distribution Amount for the Class V-A-2           
Certificates required to be distributed to Holders of the Class V-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 Group V-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class V-A-2 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group V Mortgage Loans. 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 V-A-2 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-V-A-3
 [FORM OF FACE OF CLASS V-A-3 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS V-A-3

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AM 1                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAM12                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class V-A-3 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group V-A Distribution Amount for the Class V-A-3           
Certificates required to be distributed to Holders of the Class V-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 Group V-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class V-A-3 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group V Mortgage Loans. 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 V-A-3 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-V-A-4
 [FORM OF FACE OF CLASS V-A-4 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS V-A-4

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AN 9                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAN94                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class V-A-4 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group V-A Distribution Amount for the Class V-A-4           
Certificates required to be distributed to Holders of the Class V-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 Group V-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class V-A-4 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group V Mortgage Loans. 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 V-A-4 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-V-A-5
 [FORM OF FACE OF CLASS V-A-5 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS V-A-5

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AP 4                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAP43                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class V-A-5 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group V-A Distribution Amount for the Class V-A-5           
Certificates required to be distributed to Holders of the Class V-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 Group V-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class V-A-5 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group V Mortgage Loans. 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 V-A-5 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-V-A-6
 [FORM OF FACE OF CLASS V-A-6 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS V-A-6

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AQ 2                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAQ26                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class V-A-6 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group V-A Distribution Amount for the Class V-A-6           
Certificates required to be distributed to Holders of the Class V-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 Group V-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class V-A-6 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group V Mortgage Loans. 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 V-A-6 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT A-V-A-7
 [FORM OF FACE OF CLASS V-A-7 CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE DEPOSITOR 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 2006-AR10, CLASS V-A-7

evidencing an interest in a pool of adjustable
 interest rate, 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 Depositor)

        AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES ALLOCATED TO THE CLASS V-A-1, CLASS V-A-2, CLASS V-A-3, CLASS   
V-A-4, CLASS V-A-5 AND CLASS V-A-6 CERTIFICATES WILL BE BORNE BY THE CLASS V-A-7
CERTIFICATES AS DESCRIBED IN THE AGREEMENT.                                     

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AR 0                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAR09                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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         THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly       
distributions to the Holders of the Class V-A-7 Certificates with respect to a  
Trust Estate consisting of a pool of adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively), formed by Wells Fargo Asset Securities          
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 Group V-A Distribution Amount for the Class V-A-7           
Certificates required to be distributed to Holders of the Class V-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 Group V-A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class V-A-7 Certificates with       
respect to each Distribution Date will be a per annum rate equal to the Net WAC 
of the Group V Mortgage Loans. 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 V-A-7 Certificates, as
described in the Agreement.                                                     

          Distributions on this Certificate will be made 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                    Wells Fargo Bank, N.A.
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.                                                          
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 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 DEPOSITOR 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 2006-AR10, CLASS B-1

evidencing an interest in a pool of adjustable interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AS 8                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAS81                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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          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 adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively) formed by Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 with respect to each            
Distribution Date will be a per annum rate equal to the weighted average (based 
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan 
Groups. 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 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                     Wells Fargo Bank, N.A.,
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.,                                                         
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 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 DEPOSITOR 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 2006-AR10, CLASS B-2

evidencing an interest in a pool of adjustable interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.:  94983Y AT 6                First Distribution Date: July 25, 2006   

ISIN No.: US94983YAT64                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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          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 adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively) formed by Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 with respect to each            
Distribution Date will be a per annum rate equal to the weighted average (based 
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan 
Groups. 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 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                     Wells Fargo Bank, N.A.,
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.,                                                         
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 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 DEPOSITOR 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 2006-AR10, CLASS B-3

evidencing an interest in a pool of adjustable interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.:  94983Y AU 3                First Distribution Date: July 25, 2006   

ISIN No.: US94983YAU38                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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  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 adjustable interest rate, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively) formed by Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 with respect to each            
Distribution Date will be a per annum rate equal to the weighted average (based 
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan 
Groups. 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 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 of the Paying Agent       
specified 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                     Wells Fargo Bank, N.A.,
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.,                                                         
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 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."                          

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 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 2006-AR10, CLASS B-4

evidencing an interest in a pool of adjustable interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AV 1                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAV11                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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          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 adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans," and "Group V     
Mortgage Loans," respectively) formed by Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 with respect to each            
Distribution Date will be a per annum rate equal to the weighted average (based 
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan 
Groups. 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 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 of the Paying Agent       
specified 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 Depositor
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 Master Servicer or the Depositor may    
require the Holder to deliver an opinion of counsel acceptable to and in form   
and substance satisfactory to the Master Servicer and the Depositor 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, 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 Depositor, the Master Servicer, and any Paying   
Agent 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 Master Servicer 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 Master Servicer and the Depositor with respect to 
certain matters and (b) such other documentation as the Depositor 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                     Wells Fargo Bank, N.A.,
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.,                                                         
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 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."                          

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 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 2006-AR10, CLASS B-5

evidencing an interest in a pool of adjustable interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.: 94983Y AW 9                 First Distribution Date: July 25, 2006   

ISIN No.: US94983YAW93                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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          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 adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively) formed by Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 with respect to each            
Distribution Date will be a per annum rate equal to the weighted average (based 
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan 
Groups. 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 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 of the Paying Agent       
specified 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 Depositor
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 Master Servicer or the Depositor may    
require the Holder to deliver an opinion of counsel acceptable to and in form   
and substance satisfactory to the Master Servicer and the Depositor 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, 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 Depositor, the Master Servicer, and any Paying   
Agent 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 Master Servicer 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 Master Servicer and the Depositor with respect to 
certain matters and (b) such other documentation as the Depositor 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                     Wells Fargo Bank, N.A.,
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.,                                                         
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 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."                          

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 MORTGAGE PASS-THROUGH CERTIFICATE
 SERIES 2006-AR10, CLASS B-6

evidencing an interest in a pool of adjustable interest rate, 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 Depositor)

           THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, 
AND IS NOT INSURED OR GUARANTEED BY THE DEPOSITOR, 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:  June 1, 2006              

CUSIP No.:  94983Y AX 7                First Distribution Date: July 25, 2006   

ISIN No.: US94983YAX76                 Denomination:  $                         

Percentage Interest evidenced          Final Scheduled Maturity Date:  July 25, 
by this Certificate: %                 2036                                     

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          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 adjustable interest rate, monthly pay,     
fully amortizing, first lien, one- to four-family residential mortgage loans    
consisting of five loan groups (the "Group I Mortgage Loans," "Group II Mortgage
Loans," "Group III Mortgage Loans," "Group IV Mortgage Loans" and "Group V      
Mortgage Loans," respectively) formed by Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," 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 June 29, 2006 
(the "Agreement") among the Depositor, Wells Fargo Bank, N.A., as master        
servicer (the "Master Servicer") and HSBC Bank USA, 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 with respect to each            
Distribution Date will be a per annum rate equal to the weighted average (based 
on the Group Subordinate Amount of each Loan Group) of the Net WACs of the Loan 
Groups. 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 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 of the Paying Agent       
specified 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 Depositor
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 Master Servicer or the Depositor may    
require the Holder to deliver an opinion of counsel acceptable to and in form   
and substance satisfactory to the Master Servicer and the Depositor 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, 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 Depositor, the Master Servicer, and any Paying   
Agent 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 Master Servicer 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 Master Servicer and the Depositor with respect to 
certain matters and (b) such other documentation as the Depositor 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 Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose. 

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           IN WITNESS WHEREOF, the Paying Agent has caused this Certificate to
be duly executed as of the date set forth below.                                

Dated:                                                                          

                     Wells Fargo Bank, N.A.,
                    Paying Agent

                            By____________________________
                          Authorized Officer

Countersigned:                                                                  

Wells Fargo Bank, N.A.,                                                         
Authenticating Agent                                                        

By ________________________                                                     
Authorized Officer                                                        

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 EXHIBIT C

[Form of Reverse of Series 2006-AR10 Certificates]

WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-AR10

          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 Depositor, the Master Servicer and the Trustee and the rights of the        
Certificateholders under the Agreement at any 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 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 maintained by the Certificate Registrar, duly  
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to 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 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 Certificate Registrar may require payment of a sum         
sufficient to cover any tax or other governmental charge payable in connection  
therewith.                                                                      

         The Depositor, the Master Servicer, the Trustee, the Paying Agent
and the Certificate Registrar, and any agent of the Depositor, the Master       
Servicer, the Trustee, the Paying Agent 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 Depositor, 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 Paying Agent 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 Depositor
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 Depositor 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   
Depositor'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.                                   

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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

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 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.              

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 EXHIBIT D

RESERVED

EX-4.1
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 EXHIBIT E

 CUSTODIAL AGREEMENT

          THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of June 29, 2006, by and among HSBC BANK USA,  
NATIONAL ASSOCIATION, not individually, but solely as Trustee (including its    
successors under the Pooling and Servicing Agreement defined below, the         
"Trustee"), WELLS FARGO ASSET SECURITIES CORPORATION (together with any         
successor in interest, the "Depositor"), WELLS FARGO BANK, N.A. (together with  
any successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "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 June 29, 2006        
relating to the issuance of Mortgage Pass-Through Certificates, Series 2006-AR10
(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 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 Servicer or 
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
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 or the Master Servicer (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 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.                                                                

         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 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   
(unless giving prior notice would be prohibited by applicable law or by a       
confidentiality agreement, in which case notice shall be given by 12 noon       
eastern time one Business Day after such merger or consolidation).              

           Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or        
examination by a federal or state authority, has a combined capital and surplus 
of at least $10,000,000 and is qualified to do business in the jurisdiction in  
which it will hold any Custodial File.                                          

ARTICLE IV

 Documents and Notices Required to be Delivered by Custodian

         Section 4.1 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports; Exchange Act Reporting. (a) The Custodian  
shall furnish, or cause to be furnished in the case of clause (iii), to the     
Master Servicer, no later than March 5 of each year or if such day is not a     
Business Day, the next Business Day (with a 10 calendar day cure period, but in 
no event later than March 15), commencing in March 2007, the following:         

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

       (ii) a report of a registered public accounting firm reasonably
    acceptable to the Master Servicer and the Depositor that attests to, and
reports on, the assessment of compliance made by the Custodian and  
    delivered pursuant to the preceding paragraph. Such attestation shall be
   in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act. If requested by the Master 
     Servicer or the Depositor, such report shall contain or be accompanied by
   a consent of such accounting firm to inclusion or incorporation of such
    report in the Depositor's Registration Statement on Form S-3 relating to
the Certificates and the Trust's Form 10-K; and                     

         (iii) an assessment of compliance and accountants' attestation as
    described in paragraphs (i) and (ii) of this Section 4.1(a) with respect
     to each Subcontractor determined by the Custodian pursuant to Section 4.2
      to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB.                                              

           An assessment of compliance provided by a Subcontractor pursuant to
Section 4.1(a)(iii) need not address any elements of the Servicing Criteria     
applicable to it other than those specified by the Custodian pursuant to Section
4.2.                                                                            

           No later than 30 days following the end of each fiscal year for the
Trust for which a Form 10-K is required to be filed, the Custodian shall forward
to the Master Servicer the name of each Subcontractor engaged by it and what    
Relevant Servicing Criteria will be addressed in the report on assessment of    
compliance prepared by such Subcontractor. When the Custodian submits its       
assessment to the Master Servicer, it will also at such time include the        
assessment (and attestation pursuant to Section 4.1(a)(ii) hereof) of each      
Subcontractor engaged by it.                                                    

        (b) Within five (5) calendar days after a Distribution Date, the
Custodian shall provide to the Master Servicer, to the extent known, in         
EDGAR-compatible format, or in such other form as otherwise agreed upon by the  
Master Servicer and the Custodian, the form and substance of any Additional Form
10-D Disclosure applicable to the Custodian, as indicated in the table in       
Exhibit S to the Pooling and Servicing Agreement. The Custodian acknowledges    
that the performance by the Master Servicer of its duties under Section 3.12(a) 
of the Pooling and Servicing Agreement relating to the timely preparation and   
filing of Form 10-D is contingent upon the Custodian strictly observing all     
applicable deadlines in the performance of its duties under this Section 4.1(b).

          (c) No later than March 5 (with a 10 calendar day cure period, but
in no event later than March 15) of each year that the Trust is subject to the  
Exchange Act reporting requirements, commencing in March 2007, the Custodian    
shall provide to the Master Servicer, to the extent known, in EDGAR-compatible  
format, or in such other form as otherwise agreed upon by the Master Servicer   
and the Custodian, the form and substance of any Additional Form 10-K Disclosure
applicable to the Custodian, as indicated in the table in Exhibit T to the      
Pooling and Servicing Agreement. The Custodian acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(b) of the Pooling and   
Servicing Agreement relating to the timely preparation and filing of Form 10-K  
is contingent upon the Custodian strictly observing all applicable deadlines in 
the performance of its duties under this Section 4.1(c).                        

   (d) For so long as the Trust is subject to the Exchange Act
reporting requirements, no later than the end of business on the second Business
Day after the occurrence of a Reportable Event applicable to the Custodian, the 
Custodian shall provide to the Master Servicer, to the extent known, in         
EDGAR-compatible format, or in such other form as otherwise agreed upon by the  
Master Servicer and the Custodian, the form and substance of any Form 8-K       
Disclosure Information applicable to the Custodian, as indicated in the table in
Exhibit U to the Pooling and Servicing Agreement. The Custodian acknowledges    
that the performance by the Master Servicer of its duties under Section 3.12(c) 
of the Pooling and Servicing Agreement relating to the timely preparation and   
filing of Form 8-K is contingent upon the Custodian strictly observing all      
applicable deadlines in the performance of its duties under this Section 4.1(d).

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

                (i) (A) any untrue statement of a material fact contained or
          alleged to be contained in any information, report, certification,
    accountants' letter or other material provided in written or
          electronic form under this Section 4.1 or Section 4.2 hereof by or
            on behalf of the Custodian, or provided under Sections 4.1 or 4.2 by
       or on behalf of any Subcontractor (collectively, the "Custodian
          Information"), or (B) the omission or alleged omission to state in
          the Custodian Information a material fact required to be stated in
   the Custodian Information or necessary in order to make the
         statements therein, in the light of the circumstances under which
          they were made, not misleading; provided, by way of clarification,
      that clause (B) of this paragraph shall be construed solely by
   reference to the Custodian Information and not to any other
         information communicated in connection with a sale or purchase of
          securities, without regard to whether the Custodian Information or
         any portion thereof is presented together with or separately from
such other information; or                              

                  (ii) any failure by the Custodian or any Subcontractor engaged
           by the Custodian to deliver any information, report, certification,
        accountants' letter or other material when and as required under
      Sections 4.1 or 4.2, including any failure by the Custodian to
            identify pursuant to Section 4.2 any Subcontractor "participating in
  the servicing function" within the meaning of Item 1122 of
Regulation AB.                                          

      In the case of any failure of performance described in clause (ii) of this
Section, the Custodian shall promptly reimburse the Master Servicer and the     
Depositor, as applicable, for all costs reasonably incurred by each such party  
in order to obtain the information, report, certification, accountants' letter  
or other material not delivered as required by the Custodian or any             
Subcontractor. If the indemnification provided for herein is unavailable to hold
harmless any Indemnified Party, then the Custodian agrees that it shall         
contribute to the amount paid or payable by such Indemnified Party as a result  
of the losses, claims, damages or liabilities of such Indemnified Party in such 
proportion as is appropriate to reflect the relative fault of such Indemnified  
Party on the one hand and the Custodian on the other in connection with a breach
of the Custodian's obligations under this Section 4.1 or the Custodian's        
negligence, bad faith or willful misconduct in connection therewith.            

          4.2 Engagement of Affiliates or Third-Parties. The Custodian shall
not hire or otherwise utilize the services of any Subcontractor to fulfill any  
of the obligations of the Custodian as servicer under this Agreement unless the 
Custodian complies with the provisions of this Section.                         

          It shall not be necessary for the Custodian to seek the consent of
the Master Servicer or the Depositor to the utilization of any Subcontractor.   
The Custodian shall promptly upon request provide to the Master Servicer (or any
designee of Master Servicer) a written description (in form and substance       
satisfactory to the Master Servicer and the Depositor) of the role and function 
of each Subcontractor utilized by the Custodian, specifying (i) the identity of 
each such Subcontractor, (ii) which (if any) of such Subcontractors are         
"participating in the servicing function" within the meaning of Item 1122 of    
Regulation AB, and (iii) which elements of the Servicing Criteria will be       
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.                                      

            As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122 of 
Regulation AB, the Custodian shall cause any such Subcontractor used by the     
Custodian, for the benefit of the Master Servicer and the Depositor to comply   
with the provisions of Section 4.1 of this Agreement to the same extent as if   
such Subcontractor were the Custodian. The Custodian shall be responsible for   
obtaining from each Subcontractor and delivering to the Master Servicer any     
assessment of compliance and attestation required to be delivered by such       
Subcontractor under Section 4.1, in each case as and when required to be        
delivered.                                                                      

         4.3 Errors and Omissions Policy. The Custodian shall maintain, at
all times and at its own expense, an insurance policy covering losses caused by 
errors or omissions of the Custodian and its personnel (such policy, an "Errors 
and Omissions Policy"), which policy shall have such terms and coverage amounts 
as are comparable to those of errors and omissions policies maintained by       
custodians of mortgage loans generally.                                         

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

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

            4.4 Compliance with Article IV. If (a) the Custodian fails to comply
with its obligations to deliver any assessment of servicing compliance or       
registered public accounting firm attestation reports required pursuant to this 
Article IV or (b) any Subcontractor engaged by the Custodian fails to comply    
with its obligations to deliver any assessment of servicing compliance or       
registered public accounting firm attestation reports, the Master Servicer, may,
after consultation with the Depositor, remove the Custodian and appoint a       
successor custodian by written instrument, in duplicate, one copy of which      
instrument shall be delivered to the Custodian so removed and one copy to the   
successor custodian.                                                            

 ARTICLE V

Miscellaneous Provisions

         Section 5.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement, or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless      
otherwise specifically provided, may be delivered personally, by telegram or    
telex, or by registered or certified mail, postage prepaid, return receipt      
requested, at the addresses specified on the signature page hereof (unless      
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.   

   Section 5.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in  
writing and signed by all parties hereto, and neither the Depositor, the 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 invalid, then such covenants, agreements, provisions or  
terms shall be deemed severable from the remaining covenants, agreements,       
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates 
or the rights of the holders thereof.                                           

 Section 5.6. Regulation AB Compliance; Intent of Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the      
requirements of Regulation AB may change over time, whether due to interpretive 
guidance provided by the Commission or its staff, consensus among participants  
in the asset-backed securities markets, advice of counsel, or otherwise, and    
agree to comply with requests made by the Depositor or the Master Servicer in   
good faith for delivery of information under these provisions on the basis of   
evolving interpretations of Regulation AB. In connection with the Trust, the    
parties hereto shall cooperate fully with the Master Servicer and the Depositor 
to deliver to the Master Servicer and/or the Depositor (including its assignees 
or designees), any and all statements, reports, certifications, records and any 
other information available to such party and reasonably necessary in the good  
faith determination of the Depositor or the Master Servicer to permit the       
Depositor or the Master Servicer to comply with the provisions of Regulation AB,
together with such disclosures reasonably believed by the Depositor or the      
Master Servicer to be necessary in order to effect such compliance.             

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           IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.                                                                  

Address:                              HSBC BANK USA, NATIONAL ASSOCIATION,      
            as Trustee

452 Fifth Avenue                                                                
New York, New York 10018              By:                                       
                                    ----------------------------------
                    Name:   Fernando Acebedo
                  Title:  Vice President

Address:                              WELLS FARGO ASSET SECURITIES CORPORATION, 
              as Depositor

7430 New Technology Way                                                         
Frederick, Maryland 21703             By:                                       
                                    ----------------------------------
                    Name:   Bradley A. Davis
                  Title:  Vice President

Address:                              WELLS FARGO BANK, N.A.,                   
                    as Master Servicer

9062 Old Annapolis Road                                                         
Columbia, Maryland 21045              By:                                       
                                    ----------------------------------
                          Name:   Jennifer L. Richardson
                            Title:  Assistant Vice President

Address:                              WELLS FARGO BANK, N.A.,                   
              as Custodian

1015 10th Avenue South East                                                     
Minneapolis, Minnesota 55414          By:                                       
                                    ----------------------------------
                       Name:   Mary B. Hogan
                        Title:  Vice President

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STATE OF  MARYLAND      )                                                       
ss.:                      
COUNTY OF FREDERICK     )                                                       

         On this 29th day of June, 2006, before me, a notary public in and
for the State of Maryland, personally appeared Bradley A. Davis, known to me    
who, being by me duly sworn, did depose and say that he resides at Cooksville,  
Maryland; that he is a Vice President of Wells Fargo 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]                                                                 

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STATE OF MARYLAND       )                                                       
ss.:                            
COUNTY OF HOWARD        )                                                       

         On this 29th day of June, 2006, before me, a notary public in and
for the State of Maryland, personally appeared Jennifer L. Richardson, known to 
me who, being by me duly sworn, did depose and say that she resides at Riva,    
Maryland; that she is an Assistant Vice President of Wells Fargo Bank, N.A., a  
national banking association, one of the parties that executed the foregoing    
instrument; and that she signed her name thereto by order of the Board of       
Directors of said association.                                                  

-------------------------                                                       
Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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STATE OF NEW YORK             )                                                 
ss.:                
COUNTY OF NEW YORK            )                                                 

         On this 29th day of June, 2006, before me, a notary public in and
for the State of New York, personally appeared Fernando Acebedo, known to me    
who, being by me duly sworn, did depose and say that he resides in              
Huntington, New York; that he is a Vice President of HSBC Bank USA, National    
Association, a national banking association, one of the parties that executed   
the foregoing instrument; and that he signed his name thereto by order of the   
Board of Directors of said association.                                         

-------------------------                                                       
Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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STATE OF MINNESOTA      )                                                       
ss.:                            
COUNTY OF HENNEPIN      )                                                       

         On this 29th day of June, 2006, before me, a notary public in and
for the State of Minnesota, personally appeared Mary B. Hogan, known to me who, 
being by me duly sworn, did depose and say that she is a Vice President of Wells
Fargo Bank, N.A., a national banking association, one of the parties that       
executed the foregoing instrument; and that she signed her name thereto by order
of the Board of Directors of said association.                                  

-------------------------                                                       
Notary Public                                                                   

[NOTARIAL SEAL]                                                                 

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 EXHIBIT F

 Addresses for Requesting Mortgage Loan Schedule

In the case of the Depositor:                                                   

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       
Attention: Vice President - Structured Finance                                  

In the case of the Master Servicer:                                             

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045-1951                                                   
Attention: Corporate Trust Services - WFMBS 2006-AR10                           

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 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 June 29, 2006, among HSBC Bank USA,
      National Association, as Trustee, Wells Fargo Asset Securities
    Corporation, as Depositor, 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 2006-AR10.                         
            --------------------------------------------------------------------

           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:_____________________________________            

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                            

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 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 2006-AR10, Class I-A-R   
Certificate (the "Residual 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 Residual         
Certificate as they become due.                                                 

5. That the Purchaser understands that it may incur tax 
liabilities with respect to the Residual Certificate in excess of cash flows    
generated by the Residual Certificate.                                          

        6. That the Purchaser will not transfer the Residual 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 Residual 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 Residual
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 Residual 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 Residual          
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 Residual Certificate to it is in 
accordance with the requirements of the Code and the regulations promulgated    
thereunder and that such transfer of the Residual 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 Residual 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.               

        12. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of each 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.                                                             

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          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__.                           

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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 Residual           
    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 Residual 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 Residual 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 Residual 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 Residual 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 Residual 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 Residual Certificate.  

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 EXHIBIT I

Letter from Transferor of Residual Certificate

[Date]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045-1951                                                   
Attn: Corporate Trust Services WFMBS 2006-AR10                                  

Re:   Wells Fargo Asset Securities Corporation,                     
Series 2006-AR10, Class I-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]

                    ______________________

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 EXHIBIT J

WELLS FARGO ASSET SECURITIES CORPORATION

MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-AR10
CLASS [B-4][B-5][B-6] CERTIFICATES

 TRANSFEREE'S LETTER

                                                      _________________ __, ____

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045-1951                                                   
Attn: Corporate Trust Services WFMBS 2006-AR10                                  

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         
2006-AR10, 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 June 29, 2006 (the "Pooling and Servicing  
Agreement") among Wells Fargo Asset Securities Corporation, as Depositor (the   
"Depositor"), Wells Fargo Bank, N.A., as master servicer (the "Master Servicer")
and HSBC Bank USA, National Association, as trustee (the "Trustee"), of Wells   
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series   
2006-AR10.                                                                      

      Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to 
the Depositor, 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 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 June 27, 2006, 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 Depositor 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 Depositor 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         
Depositor and the Master Servicer of the Trust Estate and (b) such other        
opinions of counsel, officers' certificates and agreements as the Depositor 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 Depositor 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 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 Depositor nor the Master Servicer 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     
Master Servicer shall require, in order to assure compliance with such laws,    
that the Certificateholder's prospective transferee certify to the Depositor and
the Master Servicer 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 
Master Servicer or the Depositor 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  
Depositor 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 Master Servicer or the Depositor. Any 
such Certificateholder desiring to effect such transfer shall, and does hereby  
agree to, indemnify the Trustee, the Master Servicer, any Paying Agent and the  
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.                  

            (b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Depositor and the Master Servicer 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.                                                                       

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           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: ______________________________

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 EXHIBIT K

LIST OF RECORDATION STATES

 Florida

Maryland

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 EXHIBIT L

SERVICING AGREEMENTS

Wells Fargo Bank Servicing Agreement

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 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"  
or the "Master Servicer") and [ ] (the "Purchaser").                            

 PRELIMINARY STATEMENT

   The Purchaser is the holder of the entire interest in Wells Fargo Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 2006-AR10,    
Class [ ] (the "Class B Certificates"), which are the Lowest Priority           
Certificates (as defined below) outstanding with respect to such Series. The    
Class B Certificates were issued pursuant to a Pooling and Servicing Agreement  
dated as of June 29, 2006 among Wells Fargo Asset Securities Corporation, as    
depositor (the "Depositor"), Wells Fargo Bank, N.A., as Master Servicer and HSBC
Bank USA, National Association, as trustee.                                     

    In connection with the ownership by the Purchaser of the Lowest Priority
Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, 
for so long as it owns 100% of the Lowest Priority Certificates, will have the  
unilateral right to control foreclosure decisions with respect to delinquent    
mortgage loans and (ii) the Company will provide to the Purchaser certain       
information with respect to the Mortgage Loans;                                 

     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:                            

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 ARTICLE I

 DEFINITIONS

Section 1.02. 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.                              

    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 A-1 by Standard & Poor's, a division of The     
McGraw-Hill Companies, Inc. ("S&P") 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 S&P, (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 A-1 by S&P or F-1 by Fitch or (z) the         
depository institution or trust company is one that is acceptable to either of  
S&P or Fitch 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).           

    Lowest Priority Certificates: The most subordinate class of certificates
issued under the Pooling and Servicing Agreement that is outstanding from time  
to time. If the Lowest Priority Certificates are reduced to zero as a result of 
losses or otherwise, and if the Purchaser at that time owns 100% of the most    
subordinate class of certificates issued under the Pooling and Servicing        
Agreement then remaining outstanding, then such most subordinate class remaining
outstanding shall thereafter be deemed to be the Lowest Priority Certificates   
for all purposes of this Agreement.                                             

    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 1.03. Definitions Incorporated by Reference.    

    All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.                   

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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:                                              

     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 identifying all loans delinquent 30 days or more (including all
    loans in foreclosure, bankruptcy or "real estate owned" status) (each, a
"Delinquency Report"). The Delinquency Report shall use the same    
     methodology and calculations employed in the Company's standard servicing
     reports, indicating the number of Mortgage Loans that are (i) thirty days
delinquent, (ii) sixty days delinquent, (iii) ninety days or more   
  delinquent, (iv) in foreclosure, (v) in bankruptcy or (vi) real estate
  owned, and indicating for each such Mortgage Loan the loan number, the
property address and the outstanding principal balance.             

      (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 (i)         
identified in a report under Section 2.01 (a) (ii), (a) (iii), (a) (iv), (a) (v)
or (a) (vi); provided, that (1) the related Servicer shall only be required to  
provide information that is readily accessible to its servicing personnel 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 Company (for    
prompt transmission 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; 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 48 hours (exclusive of any intervening non-Business 
Days) of transmission of the Delinquency Report provided by the Company under   
Section 2.01 (a) (subject to extension as set forth in Section 2.02(b), the     
related Servicer may proceed with the Commencement of Foreclosure in respect of 
each Mortgage Loan reported under Section 2.01 (a)(ii) or 2.01 (a)(iii) 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.                                                                   

          (b) In connection with any Mortgage Loan reported in a Delinquency
Report under Section 2.01(a)(ii) or 2.01 (a)(iii), 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 48 hours (exclusive of any intervening non-Business Days) of transmission
of the Delinquency Report provided by the Company under Section 2.01(a). Such 48
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 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.                                         

           (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 Estate at a purchase    
price equal to the sum of (x) accrued and unpaid interest on the Mortgage Loan  
at the applicable Mortgage Interest Rate through the last day of the month of   
repurchase, (y) 100% of the unpaid principal balance of the Mortgage Loan as of 
such purchase date and (z) any additional amount needed to reimburse any        
unreimbursed related Periodic Advance or other servicing advances made in       
respect of such Mortgage Loan, to be paid by (A) applying any balance in the    
Collateral Fund to such purchase price, and (B) 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. In the event that  
the Purchaser purchases any such Mortgage Loan, the Servicer shall continue to  
service the Mortgage Loan for the Purchaser pursuant to the applicable Servicing
Agreement.                                                                      

    (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 Delinquency
Report under Section 2.01(a)(ii), the Purchaser, for so long as the Purchaser   
owns 100% of the Lowest Priority Certificates, 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 Delinquency 
Report.                                                                         

         (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 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 the Depositor,  
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) or (y) if the related      
Servicer has reached the terms of a forbearance agreement.                      

    (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 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 [ ] 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 [ ]." 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. 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.                                                                        

ARTICLE IV

           Section 4.01. Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports; Exchange Act Reporting.                    

        (a) The Purchaser shall furnish, or cause to be furnished in the
case of clause (iii), to the Master Servicer, no later than March 5 of each year
or if such day is not a Business Day, the next Business Day (with a 10 calendar 
day cure period, but in no event later than March 15), commencing in March 20 , 
the following:                                                                  

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

       (ii) a report of a registered public accounting firm reasonably
    acceptable to the Master Servicer and the Depositor that attests to, and
reports on, the assessment of compliance made by the Purchaser and  
    delivered pursuant to the preceding paragraph. Such attestation shall be
   in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act. If requested by the Master 
     Servicer or the Depositor, such report shall contain or be accompanied by
   a consent of such accounting firm to inclusion or incorporation of such
    report in the Depositor's Registration Statement on Form S-3 relating to
the Certificates and the Trust's Form 10-K; and                     

         (iii) an assessment of compliance and accountants' attestation as
     described in paragraphs (i) and (ii) of this Section 4.01(a) with respect
      to each Subcontractor determined by the Purchaser pursuant to Section 4.02
      to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB.                                              

           An assessment of compliance provided by a Subcontractor pursuant to
Section 4.01(a)(iii) need not address any elements of the Servicing Criteria    
applicable to it other than those specified by the Purchaser pursuant to Section
4.02.                                                                           

           No later than 30 days following the end of each fiscal year for the
Trust for which a Form 10-K is required to be filed, the Purchaser shall forward
to the Master Servicer the name of each Subcontractor engaged by it and what    
Servicing Criteria will be addressed in the report on assessment of compliance  
prepared by such Subcontractor. When the Purchaser submits its assessment to the
Master Servicer, it will also at such time include the assessment (and          
attestation pursuant to Section 4.01(a)(ii) hereof) of each Subcontractor       
engaged by it.                                                                  

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

          (c) No later than March 5 (with a 10 calendar day cure period, but
in no event later than March 15) of each year that the Trust is subject to the  
Exchange Act reporting requirements, commencing in March 20 , the Purchaser     
shall provide to the Master Servicer, to the extent known, in EDGAR-compatible  
format, or in such other form as otherwise agreed upon by the Master Servicer   
and the Purchaser, the form and substance of any Additional Form 10-K Disclosure
applicable to the Purchaser, as indicated in the table in Exhibit T to the      
Pooling and Servicing Agreement. The Purchaser acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(b) of the Pooling and   
Servicing Agreement relating to the timely preparation and filing of Form 10-K  
is contingent upon the Purchaser strictly observing all applicable deadlines in 
the performance of its duties under this Section 4.01(c).                       

   (d) For so long as the Trust is subject to the Exchange Act
reporting requirements, no later than the end of business on the second Business
Day after the occurrence of a Reportable Event applicable to the Purchaser, the 
Purchaser shall provide to the Master Servicer, to the extent known, in         
EDGAR-compatible format, or in such other form as otherwise agreed upon by the  
Master Servicer and the Purchaser, the form and substance of any Form 8-K       
Disclosure Information applicable to the Purchaser, as indicated in the table in
Exhibit U to the Pooling and Servicing Agreement. The Purchaser acknowledges    
that the performance by the Master Servicer of its duties under Section 3.12(c) 
of the Pooling and Servicing Agreement relating to the timely preparation and   
filing of Form 8-K is contingent upon the Purchaser strictly observing all      
applicable deadlines in the performance of its duties under this Section        
4.01(d).                                                                        

            (e) The Purchaser shall provide such information regarding itself as
the Master Servicer or the Depositor request for the purpose of complying with  
Item 1108 of Regulation AB, including at a minimum, the information set forth in
Exhibit A.                                                                      

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

                (i) (A) any untrue statement of a material fact contained or
          alleged to be contained in any information, report, certification,
    accountants' letter or other material provided in written or
            electronic form under this Section 4.01 or Section 4.02 hereof by or
           on behalf of the Purchaser, or provided under Sections 4.01 or 4.02
          by or on behalf of any Subcontractor (collectively, the "Purchaser
          Information"), or (B) the omission or alleged omission to state in
          the Purchaser Information a material fact required to be stated in
   the Purchaser Information or necessary in order to make the
         statements therein, in the light of the circumstances under which
          they were made, not misleading; provided, by way of clarification,
      that clause (B) of this paragraph shall be construed solely by
   reference to the Purchaser Information and not to any other
         information communicated in connection with a sale or purchase of
          securities, without regard to whether the Purchaser Information or
         any portion thereof is presented together with or separately from
such other information; or                              

                  (ii) any failure by the Purchaser or any Subcontractor engaged
           by the Purchaser to deliver any information, report, certification,
        accountants' letter or other material when and as required under
        Sections 4.01 or 4.02, including any failure by the Purchaser to
          identify pursuant to Section 4.02 any Subcontractor "participating
     in the servicing function" within the meaning of Item 1122 of
Regulation AB.                                          

      In the case of any failure of performance described in clause (ii) of this
Section, the Purchaser shall promptly reimburse the Master Servicer and the     
Depositor, as applicable, for all costs reasonably incurred by each such party  
in order to obtain the information, report, certification, accountants' letter  
or other material not delivered as required by the Purchaser or any             
Subcontractor. If the indemnification provided for herein is unavailable to hold
harmless any Indemnified Party, then the Purchaser agrees that it shall         
contribute to the amount paid or payable by such Indemnified Party as a result  
of the losses, claims, damages or liabilities of such Indemnified Party in such 
proportion as is appropriate to reflect the relative fault of such Indemnified  
Party on the one hand and the Purchaser on the other in connection with a breach
of the Purchaser's obligations under this Section 4.1 or the Purchaser's        
negligence, bad faith or willful misconduct in connection therewith.            

          (g) Notwithstanding anything contained in this Section 4.01 to the
contrary, the provisions of this Section 4.01 shall not apply to the Purchaser  
with respect to any calendar year unless the Purchaser exercises its rights set 
forth under Sections 2.02 or 2.03 of this Agreement in such calendar year.      

Section 4.02. Engagement of Affiliates or Third-Parties.

           The Purchaser shall not hire any Subservicer without the consent of
the Master Servicer and the Depositor. The Purchaser shall not hire or otherwise
utilize the services of any Subcontractor to fulfill any of the obligations of  
the Purchaser as servicer under this Agreement unless the Purchaser complies    
with the provisions of this Section.                                            

          It shall not be necessary for the Purchaser to seek the consent of
the Master Servicer or the Depositor to the utilization of any Subcontractor.   
The Purchaser shall promptly upon request provide to the Master Servicer (or any
designee of Master Servicer) a written description (in form and substance       
satisfactory to the Master Servicer and the Depositor) of the role and function 
of each Subcontractor utilized by the Purchaser, specifying (i) the identity of 
each such Subcontractor, (ii) which (if any) of such Subcontractors are         
"participating in the servicing function" within the meaning of Item 1122 of    
Regulation AB, and (iii) which elements of the Servicing Criteria will be       
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.                                      

            As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122 of 
Regulation AB, the Purchaser shall cause any such Subcontractor used by the     
Purchaser, for the benefit of the Master Servicer and the Depositor to comply   
with the provisions of Section 4.01 of this Agreement to the same extent as if  
such Subcontractor were the Purchaser. The Purchaser shall be responsible for   
obtaining from each Subcontractor and delivering to the Master Servicer any     
assessment of compliance and attestation required to be delivered by such       
Subcontractor under Section 4.01, in each case as and when required to be       
delivered.                                                                      

Section 4.03. Notification of Merger.                   

         The Purchaser 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 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   
(unless giving prior notice would be prohibited by applicable law or by a       
confidentiality agreement, in which case notice shall be given by 12 noon       
eastern time one Business Day after such merger or consolidation).              

Section 4.04. Compliance with Article IV.               

            If (a) the Purchaser fails to comply with its obligations to deliver
any assessment of servicing compliance or registered public accounting firm     
attestation reports required pursuant to this Article IV or (b) any             
Subcontractor engaged by the Purchaser fails to comply with its obligations to  
deliver any assessment of servicing compliance or registered public accounting  
firm attestation reports, the Master Servicer, may, after consultation with the 
Depositor, terminate this Agreement pursuant to Section 2.04(a)(iv).            

 ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.01. 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, subject 
to the acknowledgement of the Rating Agencies as contemplated in Section 3.08 of
the Pooling and Servicing Agreement with respect to such amendment.             

Section 5.02. 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 5.03. 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 5.04. 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,                                   

Section 5.05. Severability of Provisions.               

   If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever, 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 5.06. 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 5.07. 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 5.08. 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 5.09 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 5.09. Indemnification.                          

The Purchaser agrees to indemnify and hold harmless the Company, the
Depositor, and each Servicer and each person who controls the Company, the      
Depositor, or a Servicer and each of their respective officers, directors,      
affiliates and agents acting at the Company's, the Depositor'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     
Depositor, 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        
Depositor'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.                                    

 Section 5.10 Regulation AB Compliance; Intent of Parties;
Reasonableness.                                                                 

      The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance        
provided by the Commission or its staff, consensus among participants in the    
asset-backed securities markets, advice of counsel, or otherwise, and agree to  
comply with requests made by the Depositor or the Master Servicer in good faith 
for delivery of information under these provisions on the basis of evolving     
interpretations of Regulation AB. In connection with the Trust, the parties     
hereto shall cooperate fully with the Master Servicer and the Depositor to      
deliver to the Master Servicer and/or the Depositor (including its assignees or 
designees), any and all statements, reports, certifications, records and any    
other information available to such party and reasonably necessary in the good  
faith determination of the Depositor or the Master Servicer to permit the       
Depositor or the Master Servicer to comply with the provisions of Regulation AB,
together with such disclosures reasonably believed by the Depositor or the      
Master Servicer to be necessary in order to effect such compliance.             

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     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:  

           [NAME OF PURCHASER]

                               By: ___________________________________
Name:   
Title:  

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                                                                       EXHIBIT A

 PURCHASER INFORMATION

(A) the Purchaser's form of organization;                           

      (B) a description of how long the Purchaser has been servicing residential
mortgage loans; a general discussion of the Purchaser's experience in servicing 
assets of any type as well as a more detailed discussion of the Purchaser's     
experience in, and procedures for, the servicing function it will perform under 
the Agreement; information regarding the size, composition and growth of the    
Purchaser's portfolio of residential mortgage loans of a type similar to the    
Mortgage Loans and information on factors related to the Purchaser that may be  
material, in the good faith judgment of the Master Servicer or the Depositor, to
any analysis of the servicing of the Mortgage Loans or the related asset-backed 
securities, as applicable, including, without limitation:                       

         (1) whether any prior securitizations of mortgage loans of a type
   similar to the Mortgage Loans involving the Purchaser have defaulted or
   experienced an early amortization or other performance triggering event
   because of servicing during the three-year period immediately preceding
the date of engagement of the Purchaser;                            

(2) the extent of outsourcing the Purchaser utilizes;   

  (3) whether there has been previous disclosure of material
noncompliance with the applicable servicing criteria with respect to
      securitizations of residential mortgage loans involving the Purchaser as a
   servicer during the three-year period immediately preceding the date of
engagement of the Purchaser;                                        

      (4) whether the Purchaser has been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing 
     default or to application of a servicing performance test or trigger; and

          (5) such other information as the Master Servicer or the Depositor
     may reasonably request for the purpose of compliance with Item 1108(b)(2)
of Regulation AB;                                                   

  (C) a description of any material changes during the three-year period
immediately preceding the date of engagement of the Purchaser to the Purchaser's
policies or procedures with respect to the servicing function it will perform   
under the Agreement for mortgage loans of a type similar to the Mortgage Loans; 

 (D) information regarding the Purchaser's financial condition, to the
extent that there is a material risk that an adverse financial event or         
circumstance involving the Purchaser could have a material adverse effect on the
performance by the Purchaser of its servicing obligations under the Agreement;  

    (E) information regarding advances made by the Purchaser on the Mortgage
Loans and the Purchaser's overall servicing portfolio of residential mortgage   
loans for the three-year period immediately preceding the date of engagement of 
the Purchaser, which may be limited to a statement by an authorized officer of  
the Purchaser to the effect that the Purchaser has made all advances required to
be made on residential mortgage loans serviced by it during such period, or, if 
such statement would not be accurate, information regarding the percentage and  
type of advances not made as required, and the reasons for such failure to      
advance;                                                                        

     (F) a description of the Purchaser's processes and procedures designed to
address any special or unique factors involved in servicing loans of a similar  
type as the Mortgage Loans;                                                     

      (G) a description of the Purchaser's processes for handling delinquencies,
losses, bankruptcies and recoveries, such as through liquidation of mortgaged   
properties, sale of defaulted mortgage loans or workouts; and                   

(H) information as to how the Purchaser defines or determines       
delinquencies and charge-offs, including the effect of any grace period,        
re-aging, restructuring, partial payments considered current or other practices 
with respect to delinquency and loss experience.                                

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 EXHIBIT N

FORM OF INITIAL CERTIFICATION OF THE CUSTODIAN

 [   ]

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland  21703                                                      

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045-1951                                                   

HSBC Bank USA, National Association                                             
452 Fifth Avenue                                                                
New York, New York  10018                                                       
Attn:  Fernando Acebedo                                                         

Attn: Corporate Trust Services WFMBS 2006-AR10                                  

 Re:   The Pooling and Servicing Agreement, dated June 29, 2006, among
           Wells Fargo Asset Securities Corporation, as Depositor, Wells Fargo
   Bank, N.A., as Master Servicer, and HSBC Bank USA, National
  Association, as Trustee, relating to the Wells Fargo Asset
          Securities Corporation; Mortgage Pass-Through Certificates, Series
2006-AR10.                                              
         -----------------------------------------------------------------

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.           

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 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: _____________________________________

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 EXHIBIT O

FORM OF FINAL CERTIFICATION OF THE CUSTODIAN

 [_____________, ____]

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland  21703                                                      

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045-1951                                                   
Attn: Corporate Trust Services WFMBS 2006-AR10                                  

HSBC Bank USA, National Association                                             
452 Fifth Avenue                                                                
New York, New York 10018                                                        
Attn: Fernando Acebedo                                                          

 Re:   The Pooling and Servicing Agreement, dated June 29, 2006, among
           Wells Fargo Asset Securities Corporation, as Depositor, Wells Fargo
   Bank, N.A., as Master Servicer, and HSBC Bank USA, National
  Association, as trustee, relating to the Wells Fargo Asset
          Securities Corporation; Mortgage Pass-Through Certificates, Series
2006-AR10.                                              
          ------------------------------------------------------------------

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.           

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 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: __________________________________

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 EXHIBIT P

FORM OF SARBANES-OXLEY CERTIFICATION

Wells Fargo Asset Securities Corporation
 Mortgage Pass-Through Certificates,
Series 2006-AR10

I, [________], certify that:                            

    1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form    
10-K of the Wells Fargo Asset Securities Corporation, Mortgage Pass-Through     
Certificates, Series 2006-AR10 Trust (the "Exchange Act Periodic Reports");     

   2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the            
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;                                           

  3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by   
this report is included in the Exchange Act Periodic Reports;                   

    4. I am responsible for reviewing the activities performed by the Master
Servicer and based upon my knowledge and the compliance review conducted in     
preparing the servicer compliance statement required in this report under Item  
1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic     
Reports, the Master Servicer has fulfilled its obligations under the pooling and
servicing agreement, dated June 29, 2006, among Wells Fargo Asset Securities    
Corporation, as depositor, Wells Fargo Bank, N.A., as master servicer, and HSBC 
Bank USA, National Association, as trustee; and                                 

5. All of the reports on assessment of compliance with the servicing
criteria for asset-backed securities and their related attestation reports on   
assessment of compliance with servicing criteria for asset-backed securities    
required to be included in this report in accordance with Item 1122 of          
Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an 
exhibit to this report, except as otherwise disclosed in this report. Any       
material instances of noncompliance described in such reports have been         
disclosed in this report on Form 10-K.                                          

[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.]                                                                      

Date: [_____]                                                                   

                                       By:______________________________________
         Name:
          Title:

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 EXHIBIT Q

RESERVED

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 EXHIBIT R

Servicing Criteria to be Addressed in Assessment of Compliance

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
                                         SERVICING CRITERIA                                     APPLICABLE SERVICING CRITERIA       
------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Master                                     
     Reference                                  Criteria                                Servicer    Trustee    Servicer    Custodian
------------------------------------------------------------------------------------------------------------------------------------
                                    General Servicing Considerations                                                                
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                  Policies and procedures are instituted to monitor any performance         X        X(1)         X                 
                  or other triggers and events of default in accordance with the                                                    
1122(d)(1)(i)     transaction agreements.                                                                                           
------------------------------------------------------------------------------------------------------------------------------------
                  If any material servicing activities are outsourced to third              X                     X                 
                  parties, policies and procedures are instituted to monitor the                                                    
                  third party's performance and compliance with such servicing                                                      
1122(d)(1)(ii)    activities.                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                  Any requirements in the transaction agreements to maintain a                                                      
1122(d)(1)(iii)   back-up servicer for the mortgage loans are maintained.                                                           
------------------------------------------------------------------------------------------------------------------------------------
                  A fidelity bond and errors and omissions policy is in effect on the       X          X          X            X    
                  party participating in the servicing function throughout the                                                      
                  reporting period in the amount of coverage required by and                                                        
                  otherwise in accordance with the terms of the transaction                                                         
1122(d)(1)(iv)    agreements.                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                                   Cash Collection and Administration                                                               
------------------------------------------------------------------------------------------------------------------------------------
                  Payments on mortgage loans are deposited into the appropriate             X                     X                 
                  custodial bank accounts and related bank clearing accounts no more                                                
                  than two business days following receipt, or such other number of                                                 
1122(d)(2)(i)     days specified in the transaction agreements.                                                                     
------------------------------------------------------------------------------------------------------------------------------------
                  Disbursements made via wire transfer on behalf of an obligor or to        X                     X                 
1122(d)(2)(ii)    an investor are made only by authorized personnel.                                                                
------------------------------------------------------------------------------------------------------------------------------------
                  Advances of funds or guarantees regarding collections, cash flows         X        X (2)        X                 
                  or distributions, and any interest or other fees charged for such                                                 
                  advances, are made, reviewed and approved as specified in the                                                     
1122(d)(2)(iii)   transaction agreements.                                                                                           
------------------------------------------------------------------------------------------------------------------------------------
                  The related accounts for the transaction, such as cash reserve                                                    
                  accounts or accounts established as a form of                                                                     
                  overcollateralization, are separately maintained (e.g., with              X                     X                 
                  respect to commingling of cash) as set forth in the transaction                                                   
1122(d)(2)(iv)    agreements.                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                  Each custodial account is maintained at a federally insured               X                     X                 
                  depository institution as set forth in the transaction agreements.                                                
                  For purposes of this criterion, "federally insured depository                                                     
                  institution" with respect to a foreign financial institution means                                                
                  a foreign financial institution that meets the requirements of Rule                                               
1122(d)(2)(v)     13k-1(b)(1) of the Securities Exchange Act.                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                  Unissued checks are safeguarded so as to prevent unauthorized             X                     X                 
1122(d)(2)(vi)    access.                                                                                                           
------------------------------------------------------------------------------------------------------------------------------------
                  Reconciliations are prepared on a monthly basis for all                   X                     X                 
                  asset-backed securities related bank accounts, including custodial                                                
                  accounts and related bank clearing accounts. These reconciliations                                                
                  are (A) mathematically accurate; (B) prepared within 30 calendar                                                  
                  days after the bank statement cutoff date, or such other number of                                                
                  days specified in the transaction agreements; (C) reviewed and                                                    
                  approved by someone other than the person who prepared the                                                        
                  reconciliation; and (D) contain explanations for reconciling items.                                               
                  These reconciling items are resolved within 90 calendar days of                                                   
                  their original identification, or such other number of days                                                       
1122(d)(2)(vii)   specified in the transaction agreements.                                                                          
------------------------------------------------------------------------------------------------------------------------------------
                                   Investor Remittances and Reporting                                                               
------------------------------------------------------------------------------------------------------------------------------------
                  Reports to investors, including those to be filed with the                X                     X                 
                  Commission, are maintained in accordance with the transaction                                                     
                  agreements and applicable Commission requirements. Specifically,                                                  
                  such reports (A) are prepared in accordance with timeframes and                                                   
                  other terms set forth in the transaction agreements; (B) provide                                                  
                  information calculated in accordance with the terms specified in                                                  
                  the transaction agreements; (C) are filed with the Commission as                                                  
                  required by its rules and regulations; and (D) agree with                                                         
                  investors' or the trustee's records as to the total unpaid                                                        
                  principal balance and number of mortgage loans serviced by the                                                    
1122(d)(3)(i)     Servicer.                                                                                                         
------------------------------------------------------------------------------------------------------------------------------------
                  Amounts due to investors are allocated and remitted in accordance         X                     X                 
                  with timeframes, distribution priority and other terms set forth in                                               
1122(d)(3)(ii)    the transaction agreements.                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                  Disbursements made to an investor are posted within two business                                                  
                  days to the Servicer's investor records, or such other number of          X                     X                 
1122(d)(3)(iii)   days specified in the transaction agreements.                                                                     
------------------------------------------------------------------------------------------------------------------------------------
                  Amounts remitted to investors per the investor reports agree with                                                 
                  cancelled checks, or other form of payment, or custodial bank             X                     X                 
1122(d)(3)(iv)    statements.                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                                       Pool Asset Administration                                                                    
------------------------------------------------------------------------------------------------------------------------------------
                  Collateral or security on mortgage loans is maintained as required        X                     X            X    
1122(d)(4)(i)     by the transaction agreements or related mortgage loan documents.                                                 
------------------------------------------------------------------------------------------------------------------------------------
                  Mortgage loan and related documents are safeguarded as required by                              X            X    
1122(d)(4)(ii)    the transaction agreements                                                                                        
------------------------------------------------------------------------------------------------------------------------------------
                  Any additions, removals or substitutions to the asset pool are            X          X          X                 
                  made, reviewed and approved in accordance with any conditions or                                                  
1122(d)(4)(iii)   requirements in the transaction agreements.                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                  Payments on mortgage loans, including any payoffs, made in                                      X                 
                  accordance with the related mortgage loan documents are posted to                                                 
                  the Servicer's obligor records maintained no more than two business                                               
                  days after receipt, or such other number of days specified in the                                                 
                  transaction agreements, and allocated to principal, interest or                                                   
                  other items (e.g., escrow) in accordance with the related mortgage                                                
1122(d)(4)(iv)    loan documents.                                                                                                   
------------------------------------------------------------------------------------------------------------------------------------
                  The Servicer's records regarding the mortgage loans agree with the                              X                 
                  Servicer's records with respect to an obligor's unpaid principal                                                  
1122(d)(4)(v)     balance.                                                                                                          
------------------------------------------------------------------------------------------------------------------------------------
                  Changes with respect to the terms or status of an obligor's               X                     X                 
                  mortgage loans (e.g., loan modifications or re-agings) are made,                                                  
                  reviewed and approved by authorized personnel in accordance with                                                  
1122(d)(4)(vi)    the transaction agreements and related pool asset documents.                                                      
------------------------------------------------------------------------------------------------------------------------------------
                  Loss mitigation or recovery actions (e.g., forbearance plans,             X                     X                 
                  modifications and deeds in lieu of foreclosure, foreclosures and                                                  
                  repossessions, as applicable) are initiated, conducted and                                                        
                  concluded in accordance with the timeframes or other requirements                                                 
1122(d)(4)(vii)   established by the transaction agreements.                                                                        
------------------------------------------------------------------------------------------------------------------------------------
                  Records documenting collection efforts are maintained during the                                X                 
                  period a mortgage loan is delinquent in accordance with the                                                       
                  transaction agreements. Such records are maintained on at least a                                                 
                  monthly basis, or such other period specified in the transaction                                                  
                  agreements, and describe the entity's activities in monitoring                                                    
                  delinquent mortgage loans including, for example, phone calls,                                                    
                  letters and payment rescheduling plans in cases where delinquency                                                 
1122(d)(4)(viii)  is deemed temporary (e.g., illness or unemployment).                                                              
------------------------------------------------------------------------------------------------------------------------------------
                  Adjustments to interest rates or rates of return for mortgage loans                             X                 
                  with variable rates are computed based on the related mortgage loan                                               
1122(d)(4)(ix)    documents.                                                                                                        
------------------------------------------------------------------------------------------------------------------------------------
                  Regarding any funds held in trust for an obligor (such as escrow                                X                 
                  accounts): (A) such funds are analyzed, in accordance with the                                                    
                  obligor's mortgage loan documents, on at least an annual basis, or                                                
                  such other period specified in the transaction agreements; (B)                                                    
                  interest on such funds is paid, or credited, to obligors in                                                       
                  accordance with applicable mortgage loan documents and state laws;                                                
                  and (C) such funds are returned to the obligor within 30 calendar                                                 
                  days of full repayment of the related mortgage loans, or such other                                               
1122(d)(4)(x)     number of days specified in the transaction agreements.                                                           
------------------------------------------------------------------------------------------------------------------------------------
                  Payments made on behalf of an obligor (such as tax or insurance                                 X                 
                  payments) are made on or before the related penalty or expiration                                                 
                  dates, as indicated on the appropriate bills or notices for such                                                  
                  payments, provided that such support has been received by the                                                     
                  servicer at least 30 calendar days prior to these dates, or such                                                  
1122(d)(4)(xi)    other number of days specified in the transaction agreements.                                                     
------------------------------------------------------------------------------------------------------------------------------------
                  Any late payment penalties in connection with any payment to be                                 X                 
                  made on behalf of an obligor are paid from the Servicer's funds and                                               
                  not charged to the obligor, unless the late payment was due to the                                                
1122(d)(4)(xii)   obligor's error or omission.                                                                                      
------------------------------------------------------------------------------------------------------------------------------------
                  Disbursements made on behalf of an obligor are posted within two                                                  
                  business days to the obligor's records maintained by the Servicer,                                                
                  or such other number of days specified in the transaction                                       X                 
1122(d)(4)(xiii)  agreements.                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                  Delinquencies, charge-offs and uncollectible accounts are                 X                     X                 
                  recognized and recorded in accordance with the transaction                                                        
1122(d)(4)(xiv)   agreements.                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------
                  Any external enhancement or other support, identified in Item                                                     
                  1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained     X(3)                                      
1122(d)(4)(xv)    as set forth in the transaction agreements.                                                                       
------------------------------------------------------------------------------------------------------------------------------------

[_______________________]                                                       

Date: _________________________                                                 

By:_____________________________                                                
Name:                                                                     
Title:                                                                    

(1)   This Servicing Criterion applies to the Trustee with respect to Events of 
Default as set forth in the Pooling and Servicing Agreement.        
(2)   This Servicing Criterion applies to the Trustee if the Trustee was        
required during the preceding calendar year to make an Advance in   
accordance with Section 8.14 of the Pooling and Servicing Agreement.
(3)   This Servicing Criterion applies to the Master Servicer only for          
      transactions that contain any external credit enhancement or other support
    identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB.

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 EXHIBIT S

 Additional Form 10-D Disclosure

------------------------------------------------------------------------------- 
Item on Form 10-D                           Party Responsible                   
------------------------------------------------------------------------------- 
Item 1: Distribution and Pool               Master Servicer, Depositor          
Performance Information                                       

Any information required by 1121                                
which is NOT included on the                                    
Distribution Date Statement                                     
------------------------------------------------------------------------------- 
Item 2: Legal Proceedings per Item          (i) All parties to the Pooling      
1117 of Regulation AB               and Servicing Agreement, the
                                        Custodian, each Servicer and, if
                                           applicable the Special Servicer (as
                                       to themselves), (ii) the Master
                                          Servicer as to the issuing entity,
                                     (iii) the Depositor as to the
                                            sponsor, any 1110(b) originator, any
                        1100(d)(1) party
------------------------------------------------------------------------------- 
Item 3: Sale of Securities and Use of       Depositor                           
Proceeds                                                      
------------------------------------------------------------------------------- 
Item 4: Defaults Upon Senior Securities     Master Servicer                     
Item 5: Submission of Matters to a          Master Servicer, Trustee            
Vote of Security Holders                                      
------------------------------------------------------------------------------- 
Item 6: Significant Obligors of Pool        Depositor, if applicable            
Assets                                                        
------------------------------------------------------------------------------- 
Item 7: Significant Enhancement             Depositor, if applicable            
Provider Information                                          
------------------------------------------------------------------------------- 
Item 8: Other Information                   Any party responsible for           
                                    disclosure items on Form 8-K
------------------------------------------------------------------------------- 
Item 9: Exhibits                            Depositor, Master Servicer          
------------------------------------------------------------------------------- 

------------------------------------------------------------------------------- 

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 EXHIBIT T

 Additional Form 10-K Disclosure

------------------------------------------------------------------------------- 
Item on Form 10-K                            Party Responsible                  
------------------------------------------------------------------------------- 
Item 1B:  Unresolved Staff Comments          Depositor                          

------------------------------------------------------------------------------- 
Item 9B:  Other Information                  Any party responsible for          
                                      disclosure items on Form 8-K
------------------------------------------------------------------------------- 
Item 15:  Exhibits, Financial Statement      Master Servicer                    
Schedules                         Depositor               
------------------------------------------------------------------------------- 
Additional Item:                             (i) All parties to the Pooling     
                                      and Servicing Agreement, the
Disclosure per Item 1117 of Regulation       Custodian, each Servicer and, if   
    AB                                   applicable the Special Servicer
                                      (as to themselves), (ii) the
                                   Master Servicer as to the
                                   issuing entity, (iii) the
                                          Depositor as to the sponsor, any
                                 1110(b) originator, any
                          1100(d)(1) party
------------------------------------------------------------------------------- 
Additional Item:                             (i) All parties to the Pooling     
                                      and Servicing Agreement, the
Disclosure per Item 1119 of Regulation       Custodian, each Servicer and, if   
    AB                                   applicable the Special Servicer
                                             (as to themselves), (ii) the Master
                                            Servicer as to the issuing entity,
                                       (iii) the Depositor as to the
                                          sponsor, any 1110(b) originator,
                                   any 1100(d)(1) party, any
                                         significant obligor, any credit
                                            enhancement provider or derivative
                      counterparty
------------------------------------------------------------------------------- 
Additional Item:                             Depositor, if applicable           
Disclosure per Item 1112(b) of                                                  
Regulation AB                                                   
------------------------------------------------------------------------------- 
Additional Item:                             Depositor, if applicable           
Disclosure per Items 1114(b) and                                                
1115(b) of Regulation AB                                                        
------------------------------------------------------------------------------- 

------------------------------------------------------------------------------- 

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 EXHIBIT U

 Form 8-K Disclosure Information

------------------------------------------------------------------------------- 
Item on Form 8-K                             Party Responsible                  
------------------------------------------------------------------------------- 
Item 1.01- Entry into a Material             All parties to the Pooling and     
           Definitive                        Agreement Servicing Agreement, each
                                         Servicer, the Custodian and, if
                                           applicable, the Special Servicer,
                                             as to each agreement to which it is
                 a party
------------------------------------------------------------------------------- 
Item 1.02- Termination of a Material         All parties to the Pooling and     
           Definitive                        Agreement Servicing Agreement, each
                                         Servicer, the Custodian and, if
                                           applicable, the Special Servicer,
                                             as to each agreement to which it is
                 a party
------------------------------------------------------------------------------- 
Item 1.03- Bankruptcy or Receivership        (i) Depositor, as to itself, the   
                                        sponsor, any 1100(d)(1) party,
                                      any significant obligor, any
                                        credit enhancement provider or
                                         derivative counterparty and any
                                         other transaction party, to the
                                        extent known to the Depositor,
                                     (ii) Trustee, as to itself,
                                   (iii) each Servicer as to
                                          itself, (iv) Master Servicer, as
                                 to itself and any other
                                          transaction party, to the extent
                                      known to the Master Servicer
------------------------------------------------------------------------------- 
Item 2.04- Triggering Events that            Master Servicer                    
Accelerate or Increase a                                  
Direct Financial Obligation                               
or an Obligation under an                                 
Off-Balance Sheet Arrangement                             

------------------------------------------------------------------------------- 
Item 3.03- Material Modification to          Master Servicer                    
Rights of Security Holders                                

------------------------------------------------------------------------------- 
Item 5.03- Amendments of Articles of         Master Servicer                    
Incorporation or Bylaws;                                  
Change of Fiscal Year                                     

------------------------------------------------------------------------------- 
Item 6.01- ABS Informational and             Depositor                          
Computational Material                                    

------------------------------------------------------------------------------- 
Item 6.02- Change of Servicer or             Servicer, Master Servicer          
Master Servicer                                           

------------------------------------------------------------------------------- 
Item 6.03- Change in Credit                  Depositor/Master Servicer          
Enhancement or External                                   
Support                                                   

------------------------------------------------------------------------------- 
Item 6.04- Failure to Make a Required        Master Servicer                    
Distribution                                              

------------------------------------------------------------------------------- 
Item 6.05- Securities Act Updating           Depositor                          
Disclosure                                                

------------------------------------------------------------------------------- 
Item 7.01- Reg FD Disclosure                 Depositor                          

------------------------------------------------------------------------------- 
Item 8.01- Other Events                      Depositor, Master Servicer         
------------------------------------------------------------------------------- 
Item 9.01                                    Depositor, Master Servicer         
------------------------------------------------------------------------------- 

------------------------------------------------------------------------------- 

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 EXHIBIT V

Additional Disclosure Notification

**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO                                 
CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM AND VIA OVERNIGHT MAIL TO THE ADDRESS      
IMMEDIATELY BELOW**                                                             

Wells Fargo Bank, N.A., as Master Servicer                                      
Old Annapolis Road                                                              
Columbia, Maryland 21045                                                        
Attn:  Corporate Trust Services- WFMBS 2006-AR10--SEC REPORT PROCESSING         

RE:**[Additional Form [10-D][10-K] Disclosure][Form 8-K Disclosure              
Information]** Required                                                         

Ladies and Gentlemen:                                                           

   In accordance with Section [ ] of the Pooling and Servicing
Agreement, dated as of June 29, 2006, among Wells Fargo Asset Securities        
Corporation, as depositor, Wells Fargo Bank, N.A., as master servicer, and HSBC 
Bank USA, National Association, as trustee, the undersigned, as [      ], hereby
notifies you that certain events have come to our attention that [will] [may]   
need to be disclosed on Form [10-D][10-K][8-K].                                 

Description of [Additional Form [10-D][10-K] Disclosure][Form 8-K Disclosure    
Information]:                                                                   

List of any Attachments hereto to be included in the Additional Form            
[10-D][10-K] Disclosure][Form 8-K Disclosure Information]:                      

        Any inquiries related to this notification should be directed to
[            ], phone number: [      ]; email address: [         ].             

                                [NAME OF PARTY],
                         as [role]

                                              By: __________________________
                             Name:
                              Title:

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/25/36		4		27
		7/25/06		20		87			10-D
Filed on:		7/12/06
For Period End:		6/29/06		1		125			424B5,  8-K,  FWP
		6/27/06		4		106
		6/1/06		14		87
		1/7/05		4
		1/1/05		5
		11/7/04		5
		8/1/04		5
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		11/27/03		5
		3/7/03		5
		3/6/03		5
		10/1/02		5
		8/20/96		7		102
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		1/28/92		106
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