SEC Info - Wells Fargo Home Equity Asset-Backed Securities 2005-2 Trust - ‘8-K’ for 9/29/05

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Wells Fargo Home Equity Asset-Backed Securities 2005-2 Trust – ‘8-K’ for 9/29/05 – EX-4

On: Tuesday, 10/25/05, at 4:55pm ET · For: 9/29/05 · Accession #: 914121-5-1996 · File #: 333-121654-02

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/25/05  Wells Fargo Home Equity ABSs … Tr 8-K:8,9     9/29/05    2:953K                                   Cadwalader Wickersh… LLP

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     13K 
 2: EX-4        Pooling and Servicing Agreement                      326±  1.22M

EX-4 — Pooling and Servicing Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Assignment Certificates, The Custodian Initial Principal Balance Mortgage Loan Purchase Agreement Percentage Interest Pooling and Servicing Agreement Remic 1 Remic 2 Remic A Section 10.01 Termination Section 10.02 Additional Termination Requirements Section 1.01 Defined Terms Section 1.02 Accounting Section 11.01 Amendment Section 11.02 Recordation of Agreement; Counterparts Section 11.03 Limitation on Rights of Certificateholders Section 11.04 Governing Law; Jurisdiction Section 11.05 Notices Section 11.06 Severability of Provisions Section 11.07 Article and Section References Section 11.08 Notice to the Rating Agencies Section 11.09 Further Assurances Section 11.10 Benefits of Agreement Section 11.11 Acts of Certificateholders Section 2.01 Conveyance of Mortgage Loans Section 2.02 Acceptance by Custodian Section 2.03 Repurchase or Substitution of Mortgage Loans by the Depositor Section 2.04 Representations and Warranties of the Depositor with respect to the Mortgage Loans Section 2.05 Representations, Warranties and Covenants of the Servicer Section 2.06 Representations and Warranties of the Depositor Section 2.07 Issuance of Certificates and the Uncertificated Regular Interests Section 2.08 Optional Substitution of Mortgage Loans Section 3.01 Servicer to Act as Servicer Section 3.02 Collection of Mortgage Loan Payments Section 3.03 Realization Upon Defaulted Mortgage Loans Section 3.04 Collection Account, Distribution Account and Reserve Account Section 3.05 Permitted Withdrawals From the Collection Account Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts Section 3.07 Permitted Withdrawals From Escrow Account Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder; Primary Mortgage Insurance Section 3.09 Transfer of Accounts Section 3.10 Maintenance of Hazard Insurance Section 3.11 Maintenance of Mortgage Impairment Insurance Policy Section 3.12 Fidelity Bond, Errors and Omissions Insurance Section 3.13 Title, Management and Disposition of REO Property Section 3.14 Due-on-Sale Clauses; Assumption and Substitution Agreements Section 3.15 Duties of the Credit Risk Manager Section 3.16 Optional Purchases of 60+ Day Delinquent Loans Section 3.17 Trustee to Cooperate; Release of Files Section 3.18 Servicing Compensation Section 3.19 Annual Statement as to Compliance Section 3.20 Annual Independent Certified Public Accountants' Reports Section 3.21 Access to Certain Documentation and Information Regarding the Mortgage Loans Section 3.22 Obligations of the Servicer in Respect of Compensating Interest Section 3.23 Investment of Funds in the Collection Account and the Distribution Account Section 3.24 Liability of Servicer; Indemnification Section 3.25 Reports of Foreclosure and Abandonment of Mortgaged Properties Section 3.26 Limitation of Liability of the Credit Risk Manager Section 3.27 No Personal Solicitation Section 3.28 Periodic Filings Section 4.01 Interest Distributions Section 4.02 Distributions of Principal and Monthly Excess Cashflow Amounts Section 4.03 Allocation of Losses Section 4.04 Method of Distribution Section 4.05 Distributions on Book-Entry Certificates Section 4.06 Statements Section 4.07 Remittance Reports; Advances Section 4.08 REMIC Distributions Section 5.01 The Certificates Section 5.02 Registration of Transfer and Exchange of Certificates Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates Section 5.04 Persons Deemed Owners Section 5.05 Appointment of Paying Agent Section 6.01 Liability of the Servicer and the Depositor Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor Section 6.03 Limitation on Liability of the Servicer and Others Section 6.04 Servicer Not to Resign Section 6.05 Delegation of Duties Section 7.01 Servicer Events of Termination Section 7.02 Trustee to Act; Appointment of Successor Section 7.03 Waiver of Defaults Section 7.04 Notification to Certificateholders Section 7.05 Survival of Servicer Liabilities Section 8.01 Duties of Trustee and Securities Administrator Section 8.02 Certain Matters Affecting the Trustee and the Securities Administrator Section 8.03 Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans Section 8.04 Trustee and Securities Administrator May Own Certificates Section 8.05 Trustee and Securities Administrator Fees and Expenses Section 8.06 Eligibility Requirements for Trustee and Securities Administrator Section 8.07 Resignation or Removal of Trustee and Securities Administrator Section 8.08 Successor Trustee and Successor Securities Administrator Section 8.09 Merger or Consolidation of Trustee or Securities Administrator Section 8.10 Appointment of Co-Trustee or Separate Trustee Section 8.11 Limitation of Liability Section 8.12 Trustee or Securities Administrator May Enforce Claims Without Possession of Certificates Section 8.13 Suits for Enforcement Section 8.14 Waiver of Bond Requirement Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement Section 8.16 Appointment of Custodian Section 9.01 REMIC Administration Section 9.02 Prohibited Transactions and Activities Section 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status Section 9.04 REO Property Section 9.05 Grantor Trust Administration The Certificates
1	1st Page - Filing Submission
"	Pooling and Servicing Agreement
2	The Certificates
4	Remic 1
"	Remic 2
"	Remic A
"	Section 1.01 Defined Terms
"	Section 1.02 Accounting
"	Section 2.01 Conveyance of Mortgage Loans
"	Section 2.02 Acceptance by Custodian
"	Section 2.03 Repurchase or Substitution of Mortgage Loans by the Depositor
"	Section 2.04 Representations and Warranties of the Depositor with respect to the Mortgage Loans
"	Section 2.05 Representations, Warranties and Covenants of the Servicer
"	Section 2.06 Representations and Warranties of the Depositor
"	Section 2.07 Issuance of Certificates and the Uncertificated Regular Interests
"	Section 2.08 Optional Substitution of Mortgage Loans
"	Section 3.01 Servicer to Act as Servicer
"	Section 3.02 Collection of Mortgage Loan Payments
"	Section 3.03 Realization Upon Defaulted Mortgage Loans
"	Section 3.04 Collection Account, Distribution Account and Reserve Account
"	Section 3.05 Permitted Withdrawals From the Collection Account
"	Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts
"	Section 3.07 Permitted Withdrawals From Escrow Account
"	Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder; Primary Mortgage Insurance
"	Section 3.09 Transfer of Accounts
"	Section 3.10 Maintenance of Hazard Insurance
"	Section 3.11 Maintenance of Mortgage Impairment Insurance Policy
"	Section 3.12 Fidelity Bond, Errors and Omissions Insurance
"	Section 3.13 Title, Management and Disposition of REO Property
"	Section 3.14 Due-on-Sale Clauses; Assumption and Substitution Agreements
"	Section 3.15 Duties of the Credit Risk Manager
"	Section 3.16 Optional Purchases of 60+ Day Delinquent Loans
"	Section 3.17 Trustee to Cooperate; Release of Files
"	Section 3.18 Servicing Compensation
"	Section 3.19 Annual Statement as to Compliance
"	Section 3.20 Annual Independent Certified Public Accountants' Reports
"	Section 3.21 Access to Certain Documentation and Information Regarding the Mortgage Loans
"	Section 3.22 Obligations of the Servicer in Respect of Compensating Interest
"	Section 3.23 Investment of Funds in the Collection Account and the Distribution Account
"	Section 3.24 Liability of Servicer; Indemnification
"	Section 3.25 Reports of Foreclosure and Abandonment of Mortgaged Properties
"	Section 3.26 Limitation of Liability of the Credit Risk Manager
"	Section 3.27 No Personal Solicitation
"	Section 3.28 Periodic Filings
"	Section 4.01 Interest Distributions
"	Section 4.02 Distributions of Principal and Monthly Excess Cashflow Amounts
"	Section 4.03 Allocation of Losses
"	Section 4.04 Method of Distribution
"	Section 4.05 Distributions on Book-Entry Certificates
"	Section 4.06 Statements
"	Section 4.07 Remittance Reports; Advances
"	Section 4.08 REMIC Distributions
"	Section 5.01 The Certificates
"	Section 5.02 Registration of Transfer and Exchange of Certificates
"	Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates
"	Section 5.04 Persons Deemed Owners
"	Section 5.05 Appointment of Paying Agent
"	Section 6.01 Liability of the Servicer and the Depositor
"	Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor
"	Section 6.03 Limitation on Liability of the Servicer and Others
"	Section 6.04 Servicer Not to Resign
"	Section 6.05 Delegation of Duties
"	Section 7.01 Servicer Events of Termination
"	Section 7.02 Trustee to Act; Appointment of Successor
"	Section 7.03 Waiver of Defaults
"	Section 7.04 Notification to Certificateholders
"	Section 7.05 Survival of Servicer Liabilities
"	Section 8.01 Duties of Trustee and Securities Administrator
"	Section 8.02 Certain Matters Affecting the Trustee and the Securities Administrator
"	Section 8.03 Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans
"	Section 8.04 Trustee and Securities Administrator May Own Certificates
"	Section 8.05 Trustee and Securities Administrator Fees and Expenses
"	Section 8.06 Eligibility Requirements for Trustee and Securities Administrator
"	Section 8.07 Resignation or Removal of Trustee and Securities Administrator
"	Section 8.08 Successor Trustee and Successor Securities Administrator
"	Section 8.09 Merger or Consolidation of Trustee or Securities Administrator
"	Section 8.10 Appointment of Co-Trustee or Separate Trustee
"	Section 8.11 Limitation of Liability
"	Section 8.12 Trustee or Securities Administrator May Enforce Claims Without Possession of Certificates
"	Section 8.13 Suits for Enforcement
"	Section 8.14 Waiver of Bond Requirement
"	Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement
"	Section 8.16 Appointment of Custodian
"	Section 9.01 REMIC Administration
"	Section 9.02 Prohibited Transactions and Activities
"	Section 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status
"	Section 9.04 REO Property
"	Section 9.05 Grantor Trust Administration
"	Section 10.01 Termination
"	Section 10.02 Additional Termination Requirements
"	Section 11.01 Amendment
"	Section 11.02 Recordation of Agreement; Counterparts
"	Section 11.03 Limitation on Rights of Certificateholders
"	Section 11.04 Governing Law; Jurisdiction
"	Section 11.05 Notices
"	Section 11.06 Severability of Provisions
"	Section 11.07 Article and Section References
"	Section 11.08 Notice to the Rating Agencies
"	Section 11.09 Further Assurances
"	Section 11.10 Benefits of Agreement
"	Section 11.11 Acts of Certificateholders
10	Initial Principal Balance
12	Assignment
96	Percentage Interest
117	Custodian
120	Mortgage Loan Purchase Agreement

EX-4 1st “Page” of 165 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                       Exhibit 4

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

 WELLS FARGO ASSET SECURITIES CORPORATION,
 Depositor

 WELLS FARGO BANK, N.A.,
Servicer

 WELLS FARGO BANK, N.A.,
Securities Administrator

 and

HSBC Bank USA, National Association,
 Trustee

 POOLING AND SERVICING AGREEMENT

Dated as of September 29, 2005

Home Equity Asset-Backed Certificates, Series 2005-2

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

EX-4 2nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 2nd
TABLE OF CONTENTS   

                                                                        Page

ARTICLE I   

DEFINITIONS   

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; 
ORIGINAL ISSUANCE OF CERTIFICATES 

Section 2.01   Conveyance of Mortgage Loans.....................................
Section 2.02   Acceptance by Custodian..........................................
Section 2.03   Repurchase or Substitution of Mortgage Loans by the              
               Depositor........................................................
Section 2.04   Representations and Warranties of the Depositor with             
               respect to the Mortgage Loans....................................
Section 2.05   Representations, Warranties and Covenants of the Servicer........
Section 2.06   Representations and Warranties of the Depositor..................
Section 2.07   Issuance of Certificates and the Uncertificated Regular          
               Interests........................................................
Section 2.08   Optional Substitution of Mortgage Loans..........................

ARTICLE III 

ADMINISTRATION AND SERVICING
OF THE TRUST FUND 

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

ARTICLE IV

FLOW OF FUNDS 

Section 4.01   Interest Distributions...........................................
Section 4.02   Distributions of Principal and Monthly Excess Cashflow           
               Amounts..........................................................
Section 4.03   Allocation of Losses.............................................
Section 4.04   Method of Distribution...........................................
Section 4.05   Distributions on Book-Entry Certificates.........................
Section 4.06   Statements.......................................................
Section 4.07   Remittance Reports; Advances.....................................
Section 4.08   REMIC Distributions..............................................

ARTICLE V 

THE CERTIFICATES

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

ARTICLE VI

THE SERVICER AND THE DEPOSITOR

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

ARTICLE VII 

DEFAULT 

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

ARTICLE VIII

THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

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

ARTICLE IX

REMIC AND GRANTOR TRUST ADMINISTRATION

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

ARTICLE X   

TERMINATION   

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

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

EX-4 3rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 3rd
 EXHIBITS:

Exhibit A-AI-1A   Form of Class AI-1A Certificates                              
Exhibit A-AI-1B   Form of Class AI-1B Certificates                              
Exhibit A-AII-1   Form of Class AII-1 Certificates                              
Exhibit A-AII-2   Form of Class AII-2 Certificates                              
Exhibit A-AII-3   Form of Class AII-3 Certificates                              
Exhibit B-1       Form of Class M-1 Certificates                                
Exhibit B-2       Form of Class M-2 Certificates                                
Exhibit B-3       Form of Class M-3 Certificates                                
Exhibit B-4       Form of Class M-4 Certificates                                
Exhibit B-5       Form of Class M-5 Certificates                                
Exhibit B-6       Form of Class M-6 Certificates                                
Exhibit B-7       Form of Class M-7 Certificates                                
Exhibit B-8       Form of Class M-8 Certificates                                
Exhibit B-9       Form of Class M-9 Certificates                                
Exhibit B-10      Form of Class M-10 Certificates                               
Exhibit B-11      Form of Class M-11 Certificates                               
Exhibit B-12      Form of Class M-12 Certificates                               
Exhibit B-13      Form of Class M-13 Certificates                               
Exhibit C-1       Form of Class CE Certificates                                 
Exhibit C-2       Form of Class P Certificates                                  
Exhibit C-3       Form of Class R Certificates                                  
Exhibit C-4       Form of Class R-X Certificates                                
Exhibit D-1       Group I Mortgage Loan Schedule                                
Exhibit D-2       Group II Mortgage Loan Schedule                               
Exhibit E         Form of Request for Release                                   
Exhibit F-1       Form of Custodian's Initial Certification                     
Exhibit F-2       Form of Custodian's Final Certification                       
Exhibit G         Mortgage Loan Purchase Agreement                              
Exhibit H         Form of Lost Note Affidavit                                   
Exhibit I         Form of ERISA Representation                                  
Exhibit J-1       Form of Investment Letter (Non-Rule 144A)                     
Exhibit J-2       Form of Rule 144A Investment Letter                           
Exhibit K         Form of Class [R][R-X] Certificate Transfer Affidavit         
Exhibit L-1       Form of Transferor Certificate for the Class CE, Class P      
and Residual Certificates                   
Exhibit L-2       Form of Transferor Certificate for the Class M-12 and         
Class M-13 Certificates                     
Exhibit M         Monthly Information Provided by Servicer                      
Exhibit N         Form of Yield Maintenance Agreement                           
Exhibit O         Form of Certification                                         
Exhibit P         Form of Certification of the Securities Administrator         
to be Provided to Servicer                  
Exhibit Q         List of Recordation States                                    
Exhibit R         Prepayment Penalty Matrices                                   

EX-4 4th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 4th
         This Pooling and Servicing Agreement is dated as of September 29,
2005 (the "Agreement"), among WELLS FARGO ASSET SECURITIES CORPORATION, as      
depositor (the "Depositor"), WELLS FARGO BANK, N.A., as servicer (the           
"Servicer"), WELLS FARGO BANK, N.A., as securities administrator (the           
"Securities Administrator") and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee 
(the "Trustee").                                                                

 PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates 
(collectively, the "Certificates"), to be issued hereunder in multiple Classes, 
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of twenty-one   
Classes of Certificates, designated as (i) the Class AI-1A, Class AI-1B, Class  
AII-1, Class AII-2 and Class AII-3 Certificates, (ii) the Class M-1, Class M-2, 
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,    
Class M-10, Class M-11, Class M-12 and Class M-13 Certificates, (iii) the Class 
CE Certificates, (iv) the Class P Certificates and (v) the Class R and Class R-X
Certificates.                                                                   

 REMIC 1

          As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other    
related assets subject to this Agreement (but exclusive of the Yield Maintenance
Agreement, the Reserve Account, the Cap Carryover Amounts, the Prepayment       
Penalties, the Servicer Prepayment Penalty Payment Amounts and the Originator   
Prepayment Penalty Payment Amounts) as a real estate investment conduit (a      
"REMIC") for federal income tax purposes, and such segregated pool of assets    
will be designated as "REMIC 1." The Class R-1 Interest will represent the sole 
class of "residual interests" in REMIC 1 for purposes of the REMIC Provisions   
under federal income tax law. The following table irrevocably sets forth the    
designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial          
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests    
will be certificated.                                                           

Uncertificated           Initial              
             REMIC 1 Pass-        Uncertificated         Latest Possible
Designation       Through Rate       Principal Balance       Maturity Date(1)   
-----------      --------------      -----------------      ------------------  
LT1AA             Variable(2)          $428,107,061.94      September 25, 2035  
LT1AI1A           Variable(2)            $1,500,590.00      September 25, 2035  
LT1AI1B           Variable(2)              $375,145.00      September 25, 2035  
LT1AII1           Variable(2)              $809,690.00      September 25, 2035  
LT1AII2           Variable(2)              $773,420.00      September 25, 2035  
LT1AII3           Variable(2)              $118,905.00      September 25, 2035  
LT1M1             Variable(2)              $113,580.00      September 25, 2035  
LT1M2             Variable(2)               $78,630.00      September 25, 2035  
LT1M3             Variable(2)               $76,450.00      September 25, 2035  
LT1M4             Variable(2)               $74,260.00      September 25, 2035  
LT1M5             Variable(2)               $45,870.00      September 25, 2035  
LT1M6             Variable(2)               $67,710.00      September 25, 2035  
LT1M7             Variable(2)               $48,055.00      September 25, 2035  
LT1M8             Variable(2)               $37,130.00      September 25, 2035  
LT1M9             Variable(2)               $43,685.00      September 25, 2035  
LT1M10            Variable(2)               $43,685.00      September 25, 2035  
LT1M11            Variable(2)               $30,580.00      September 25, 2035  
LT1M12            Variable(2)               $43,685.00      September 25, 2035  
LT1M13            Variable(2)               $37,130.00      September 25, 2035  
LT1ZZ             Variable(2)            $4,418,678.82      September 25, 2035  
LT1SUB            Variable(2)                $8,290.87      September 25, 2035  
LT1GRP            Variable(2)               $45,805.57      September 25, 2035  
LT2SUB            Variable(2)                $7,522.92      September 25, 2035  
LT2GRP            Variable(2)               $41,563.22      September 25, 2035  
LT1XX             Variable(2)          $436,740,758.17      September 25, 2035  

(1)   Solely for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),  
 the Distribution Date immediately following the maturity date for the
  Mortgage Loan with the latest maturity date has been designated as the
"latest possible maturity date" for each REMIC 1 Regular Interest.  

(2)   Calculated in accordance with the definition of "Uncertificated REMIC 1   
Pass-Through Rate" herein.                                          

 REMIC 2

           As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be     
designated as "REMIC 2." The Class R-2 Interest represents the sole class of    
"residual interests" in REMIC 2 for purposes of the REMIC Provisions.           

            The following table sets forth (or describes) the Class designation,
Original Principal Balance, the Pass-Through Rate and Assumed Final Maturity    
Dates for each Class of Certificates and the Class CE Uncertificated Interest   
comprising the interests in the Trust Fund created hereunder:                   

Original                 Pass-            
                Principal               Through              Assumed Final
Class               Balance                 Rate               Maturity Dates*  
-----           ---------------            -------            ------------------
AI-1A           $300,118,000.00              (1)                June 25, 2035   
AI-1B            $75,029,000.00              (2)                June 25, 2035   
AII-1           $161,938,000.00              (3)               October 25, 2024 
AII-2           $154,684,000.00              (4)                 May 25, 2034   
AII-3            $23,781,000.00              (5)                June 25, 2035   
M-1              $22,716,000.00              (6)                 May 25, 2035   
M-2              $15,726,000.00              (7)                April 25, 2035  
M-3              $15,290,000.00              (8)                April 25, 2035  
M-4              $14,852,000.00              (9)                April 25, 2035  
M-5               $9,174,000.00             (10)                March 25, 2035  
M-6              $13,542,000.00             (11)                March 25, 2035  
M-7               $9,611,000.00             (12)              February 25, 2035 
M-8               $7,426,000.00             (13)               January 25, 2035 
M-9               $8,737,000.00             (14)              December 25, 2034 
M-10              $8,737,000.00             (15)              November 25, 2034 
M-11              $6,116,000.00             (16)              September 25, 2034
M-12              $8,737,000.00             (17)                June 25, 2034   
M-13              $7,426,000.00             (18)              November 25, 2033 
CE                   (19)                   (19)                     N/A        
P                     N/A                    N/A                     N/A        
R                     N/A                    N/A                     N/A        
R-X                   N/A                    N/A                     N/A        
Total           $863,640,000.00                                                 

*     Solely for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),  
   the Distribution Date following the maturity date for the Mortgage Loan
     with the latest maturity date has been designated as the "latest possible
maturity date" for each Class of Certificates and the Class CE      
Uncertificated Interest that represents one or more of the "regular 
interests" in REMIC 2.                                              

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(19)  REMIC 2 will issue an Uncertificated Regular Interest economically        
     equivalent to the Class CE Uncertificated Interest. That Regular Interest
     will be an asset of REMIC A which will issue the Class CE Certificates as
    described under "REMIC A" in this Preliminary Statement.Solely for REMIC
   purposes, the Class CE Certificates will (i) have an Original Principal
   Balance equal to the Initial Overcollateralization Amount (but will not
     bear interest on such amount) and (ii) will bear interest on its Notional
Amount.                                                             

 REMIC A

           As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class CE Uncertificated Interest as 
a REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC A." The Class CE Certificates (other than the obligation
of the Class CE Certificates to make payments with respect to Cap Carryover     
Amounts) represent the sole class of regular interests and the Class R-X        
Certificate represents the sole class of "residual interests" in REMIC A for    
purposes of the REMIC Provisions. Solely for REMIC purposes, the Class CE       
Certificates shall have a principal balance equal to the Class CE Uncertificated
Interest and shall bear interest at the same rate as the Class CE Uncertificated
Interest, in each case as described in footnote (19) relating to REMIC 2. Solely
for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the           
Distribution Date following the maturity date for the Mortgage Loan with the    
latest maturity date has been designated as the "latest possible maturity date" 
for the Class CE Certificates.                                                  

 ARTICLE I

 DEFINITIONS

Section 1.01 Defined Terms.                             

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

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

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

           "Account": Any of the Collection Account, the Distribution Account,
the Reserve Account or the Escrow Account.                                      

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

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

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

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

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

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

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

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

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

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

            "Assumed Final Maturity Date": As to each Class of Certificates, the
date set forth as such in the Preliminary Statement.                            

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

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

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

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

        "Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which 
is reflected on the books of the Depository or on the books of a Person         
maintaining an account with the Depository (directly, as a "Depository          
Participant," or indirectly, as an indirect participant in accordance with the  
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class AI-1A, Class AI-1B, Class AII-1, Class AII-2, Class AII-3, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class    
M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates  
shall be Book-Entry Certificates.                                               

        "Business Day": Any day other than (i) a Saturday or a Sunday or
(ii) a legal holiday in the State of Delaware, State of New York, the State of  
Maryland, the State of Minnesota, the State of Iowa or in the city in which the 
Corporate Trust Office of the Trustee or the Securities Administrator is located
are authorized or obligated by law or executive order to be closed.             

        "Cap": Any of the Group I Cap, the Group II Cap or the Pool Cap.

            "Cap Amount": With respect to any Distribution Date and any Class of
Class M Certificates an amount equal to (i) the Yield Maintenance Agreement     
Payment for such Distribution Date multiplied by (ii) a fraction equal to (a)   
the Principal Balance of such Class immediately prior to such Distribution Date 
divided by (b) the sum of the Principal Balances of the Class M Certificates    
immediately prior to such Distribution Date.                                    

        "Cap Carryover Amount": If on any Distribution Date, the Accrued
Certificate Interest for any Certificate is based upon a Cap, the excess of (i) 
the amount of interest such Certificate would have been entitled to receive on  
such Distribution Date based on the related Formula Rate, over (ii) the amount  
of interest such Certificate received on such Distribution Date based on the    
related Cap, together with the unpaid portion of any such excess from prior     
Distribution Dates (and interest accrued thereon at the then applicable Formula 
Rate on such Certificate).                                                      

       "Certificate": Any Regular Certificate or Residual Certificate.

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

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

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

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

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

   "Class A Certificate": Any one of the Class AI or Class AII
Certificates.                                                                   

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

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

           "Class AI-1A Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.230% per annum, and (ii) following 
the Optional Termination Date, 0.460% per annum.                                

          "Class AI-1A Formula Rate": For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR        
Determination Date, plus the Class AI-1A Certificate Margin and (b) the Group I 
Maximum Rate Cap.                                                               

           "Class AI-1B Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.290% per annum, and (ii) following 
the Optional Termination Date, 0.580% per annum.                                

          "Class AI-1B Formula Rate": For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR        
Determination Date, plus the Class AI-1B Certificate Margin and (b) the Group I 
Maximum Rate Cap.                                                               

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

           "Class AII-1 Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.110% per annum, and (ii) following 
the Optional Termination Date, 0.220% per annum.                                

          "Class AII-1 Formula Rate": For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR        
Determination Date, plus the Class AII-1 Certificate Margin and (b) the Group II
Maximum Rate Cap.                                                               

           "Class AII-2 Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.240% per annum, and (ii) following 
the Optional Termination Date, 0.480% per annum.                                

          "Class AII-2 Formula Rate": For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR        
Determination Date, plus the Class AII-2 Certificate Margin and (b) the Group II
Maximum Rate Cap.                                                               

           "Class AII-3 Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.350% per annum, and (ii) following 
the Optional Termination Date, 0.700% per annum.                                

          "Class AII-3 Formula Rate": For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR        
Determination Date, plus the Class AII-3 Certificate Margin and (b) the Group II
Maximum Rate Cap.                                                               

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

         "Class CE Distributable Amount": With respect to any Distribution
Date, the sum of (i) the interest accrued on such Class CE Certificate at its   
Pass-Through Rate calculated on its Notional Amount less the amount (without    
duplication) of Cap Carryover Amounts paid pursuant to Section 4.02(b)(xlii),   
(ii) any remaining Overcollateralization Release Amounts and (iii) the amount   
remaining in the Reserve Account after the distributions in Section 3.04(g)(i)  
and (ii).                                                                       

      "Class CE Uncertificated Interest": The uncertificated Regular
Interest issued by REMIC 2 and held as an asset of REMIC A, as described in the 
Preliminary Statement hereto.                                                   

      "Class M Certificate": Any one of the Certificates with an "M"
designated on the face thereof substantially in the form annexed hereto as      
Exhibit B-1, Exhibit B-2, Exhibit B-3, Exhibit B-4, Exhibit B-5, Exhibit B-6,   
Exhibit B-7, Exhibit B-8, Exhibit B-9, Exhibit B-10, Exhibit B-11, Exhibit B-12 
and Exhibit B-13, executed by the Securities Administrator on behalf of the     
Trust and authenticated and delivered by the Certificate Registrar, representing
the right to distributions as set forth herein and therein.                     

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

            "Class M-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.400% per annum, and (ii) following the
Optional Termination Date, 0.600% per annum.                                    

        "Class M-1 Formula Rate": For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR        
Determination Date, plus the Class M-1 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-1 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the Principal Balances of the Class A  
Certificates (after taking into account the payment of the Senior Principal     
Distribution Amount on such Distribution Date) and (ii) the Principal Balance of
the Class M-1 Certificates immediately prior to such Distribution Date over (y) 
the lesser of (A) the product of (i) 69.00% and (ii) the Pool Balance as of the 
last day of the related Collection Period and (B) the Overcollateralization     
Floor.                                                                          

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

            "Class M-2 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.410% per annum, and (ii) following the
Optional Termination Date, 0.615% per annum.                                    

        "Class M-2 Formula Rate": For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR        
Determination Date, plus the Class M-2 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-2 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the Principal Balances of the Class A  
Certificates (after taking into account the payment of the Senior Principal     
Distribution Amount on such Distribution Date), (ii) the Principal Balance of   
the Class M-1 Certificates (after taking into account the payment of the Class  
M-1 Principal Distribution Amount on such Distribution Date) and (iii) the      
Principal Balance of the Class M-2 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 72.60% and (ii) 
the Pool Balance as of the last day of the related Collection Period and (B) the
Overcollateralization Floor.                                                    

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

            "Class M-3 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.430% per annum, and (ii) following the
Optional Termination Date, 0.645% per annum.                                    

           "Class M-3 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-3 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-3 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), and (iv) the Principal Balance of the Class M-3 Certificates immediately 
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
76.10% and (ii) the Pool Balance as of the last day of the related Collection   
Period and (B) the Overcollateralization Floor.                                 

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

            "Class M-4 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.540% per annum, and (ii) following the
Optional Termination Date, 0.810% per annum.                                    

           "Class M-4 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-4 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-4 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date) and (v) the Principal Balance of the Class M-4 Certificates  
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) 79.50% and (ii) the Pool Balance as of the last day of the       
related Collection Period and (B) the Overcollateralization Floor.              

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

            "Class M-5 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.580% per annum, and (ii) following the
Optional Termination Date, 0.870% per annum.                                    

           "Class M-5 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-5 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-5 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date) and (vi) the Principal Balance of the Class   
M-5 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 81.60% and (ii) the Pool Balance as of the last day of
the related Collection Period and (B) the Overcollateralization Floor.          

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

            "Class M-6 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.630% per annum, and (ii) following the
Optional Termination Date, 0.945% per annum.                                    

           "Class M-6 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-6 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-6 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date) and (vii) the Principal Balance  
of the Class M-6 Certificates immediately prior to such Distribution Date over  
(y) the lesser of (A) the product of (i) 84.70% and (ii) the Pool Balance as of 
the last day of the related Collection Period and (B) the Overcollateralization 
Floor.                                                                          

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

            "Class M-7 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.050% per annum, and (ii) following the
Optional Termination Date, 1.575% per annum.                                    

           "Class M-7 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-7 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-7 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Principal Balance of  
the Class M-6 Certificates (after taking into account the payment of the Class  
M-6 Principal Distribution Amount on such Distribution Date) and (viii) the     
Principal Balance of the Class M-7 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 86.90% and (ii) 
the Pool Balance as of the last day of the related Collection Period and (B) the
Overcollateralization Floor.                                                    

          "Class M-7 Realized Loss Amortization Amount": As to the Class M-7
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-7 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxii) hereof, in each   
case for such Distribution Date.                                                

            "Class M-8 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.180% per annum, and (ii) following the
Optional Termination Date, 1.770% per annum.                                    

           "Class M-8 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-8 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-8 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Principal Balance of  
the Class M-6 Certificates (after taking into account the payment of the Class  
M-6 Principal Distribution Amount on such Distribution Date), (vii) the         
Principal Balance of the Class M-7 Certificates (after taking into account the  
payment of the Class M-7 Principal Distribution Amount on such Distribution     
Date) and (viii) the Principal Balance of the Class M-8 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
88.60% and (ii) the Pool Balance as of the last day of the related Collection   
Period and (B) the Overcollateralization Floor.                                 

          "Class M-8 Realized Loss Amortization Amount": As to the Class M-8
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-8 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxv) hereof, in each    
case for such Distribution Date.                                                

            "Class M-9 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.600% per annum, and (ii) following the
Optional Termination Date, 2.400% per annum.                                    

           "Class M-9 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-9 Certificate Margin and (b) the Pool      
Maximum Rate Cap.                                                               

         "Class M-9 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Principal Balance of  
the Class M-6 Certificates (after taking into account the payment of the Class  
M-6 Principal Distribution Amount on such Distribution Date), (viii) the        
Principal Balance of the Class M-7 Certificates (after taking into account the  
payment of the Class M-7 Principal Distribution Amount on such Distribution     
Date), (ix) the sum of the Principal Balances of the Class M-8 Certificates     
(after taking into account the payment of the Class M-8 Principal Distribution  
Amount on such Distribution Date) and (x) the Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) 90.60% and (ii) the Pool Balance as of the last day of   
the related Collection Period and (B) the Overcollateralization Floor.          

          "Class M-9 Realized Loss Amortization Amount": As to the Class M-9
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-9 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxviii) hereof, in each 
case for such Distribution Date.                                                

          "Class M-10 Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 2.500% per annum, and (ii) following 
the Optional Termination Date, 3.750% per annum.                                

            "Class M-10 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-10 Certificate Margin and (b) the Pool     
Maximum Rate Cap.                                                               

          "Class M-10 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Principal Balance of  
the Class M-6 Certificates (after taking into account the payment of the Class  
M-6 Principal Distribution Amount on such Distribution Date), (viii) the        
Principal Balance of the Class M-7 Certificates (after taking into account the  
payment of the Class M-7 Principal Distribution Amount on such Distribution     
Date), (ix) the Principal Balance of the Class M-8 Certificates (after taking   
into account the payment of the Class M-8 Principal Distribution Amount on such 
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates     
(after taking into account the payment of the Class M-9 Principal Distribution  
Amount on such Distribution Date) and (xi) the Principal Balance of the Class   
M-10 Certificates immediately prior to such Distribution Date over (y) the      
lesser of (A) the product of (i) 92.60% and (ii) the Pool Balance as of the last
day of the related Collection Period and (B) the Overcollateralization Floor.   

            "Class M-10 Realized Loss Amortization Amount": As to the Class M-10
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-10 Certificates as of such Distribution    
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the 
sum of the amounts described in Section 4.02(b)(i) through (xxxi) hereof, in    
each case for such Distribution Date.                                           

          "Class M-11 Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 2.500% per annum, and (ii) following 
the Optional Termination Date, 3.750% per annum.                                

            "Class M-11 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-11 Certificate Margin and (b) the Pool     
Maximum Rate Cap.                                                               

          "Class M-11 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Principal Balance of  
the Class M-6 Certificates (after taking into account the payment of the Class  
M-6 Principal Distribution Amount on such Distribution Date), (viii) the        
Principal Balance of the Class M-7 Certificates (after taking into account the  
payment of the Class M-7 Principal Distribution Amount on such Distribution     
Date), (ix) the Principal Balances of the Class M-8 Certificates (after taking  
into account the payment of the Class M-8 Principal Distribution Amount on such 
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates     
(after taking into account the payment of the Class M-9 Principal Distribution  
Amount on such Distribution Date), (xi) the Principal Balance of the Class M-10 
Certificates (after taking into account the payment of the Class M-10 Principal 
Distribution Amount on such Distribution Date) and (xii) the Principal Balance  
of the Class M-11 Certificates immediately prior to such Distribution Date over 
(y) the lesser of (A) the product of (i) 94.00% and (ii) the Pool Balance as of 
the last day of the related Collection Period and (B) the Overcollateralization 
Floor.                                                                          

            "Class M-11 Realized Loss Amortization Amount": As to the Class M-11
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-11 Certificates as of such Distribution    
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the 
sum of the amounts described in Section 4.02(b)(i) through (xxxiv) hereof, in   
each case for such Distribution Date.                                           

          "Class M-12 Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 2.500% per annum, and (ii) following 
the Optional Termination Date, 3.750% per annum.                                

            "Class M-12 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-12 Certificate Margin and (b) the Pool     
Maximum Rate Cap.                                                               

          "Class M-12 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Principal Balance of  
the Class M-6 Certificates (after taking into account the payment of the Class  
M-6 Principal Distribution Amount on such Distribution Date), (viii) the        
Principal Balance of the Class M-7 Certificates (after taking into account the  
payment of the Class M-7 Principal Distribution Amount on such Distribution     
Date), (ix) the Principal Balances of the Class M-8 Certificates (after taking  
into account the payment of the Class M-8 Principal Distribution Amount on such 
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates     
(after taking into account the payment of the Class M-9 Principal Distribution  
Amount on such Distribution Date), (xi) the Principal Balance of the Class M-10 
Certificates (after taking into account the payment of the Class M-10 Principal 
Distribution Amount on such Distribution Date), (xii) the Principal Balance of  
the Class M-11 Certificates (after taking into account the payment of the Class 
M-11 Principal Distribution Amount on such Distribution Date) and (xiii) the    
Principal Balance of the Class M-12 Certificates immediately prior to such      
Distribution Date over (y) the lesser of (A) the product of (i) 96.00% and (ii) 
the Pool Balance as of the last day of the related Collection Period and (B) the
Overcollateralization Floor.                                                    

            "Class M-12 Realized Loss Amortization Amount": As to the Class M-12
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-12 Certificates as of such Distribution    
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the 
sum of the amounts described in Section 4.02(b)(i) through (xxxvii) hereof, in  
each case for such Distribution Date.                                           

          "Class M-13 Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 2.500% per annum, and (ii) following 
the Optional Termination Date, 3.750% per annum.                                

            "Class M-13 Formula Rate": For each Distribution Date, the lesser of
a rate per annum equal to (a) One-Month LIBOR as of the related LIBOR           
Determination Date, plus the Class M-13 Certificate Margin and (b) the Pool     
Maximum Rate Cap.                                                               

          "Class M-13 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of   
the Class A Certificates (after taking into account the payment of the Senior   
Principal Distribution Amount on such Distribution Date), (ii) the Principal    
Balance of the Class M-1 Certificates (after taking into account the payment of 
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)   
the Principal Balance of the Class M-2 Certificates (after taking into account  
the payment of the Class M-2 Principal Distribution Amount on such Distribution 
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking   
into account the payment of the Class M-3 Principal Distribution Amount on such 
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates     
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5  
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Principal Balance of  
the Class M-6 Certificates (after taking into account the payment of the Class  
M-6 Principal Distribution Amount on such Distribution Date), (viii) the        
Principal Balance of the Class M-7 Certificates (after taking into account the  
payment of the Class M-7 Principal Distribution Amount on such Distribution     
Date), (ix) the Principal Balances of the Class M-8 Certificates (after taking  
into account the payment of the Class M-8 Principal Distribution Amount on such 
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates     
(after taking into account the payment of the Class M-9 Principal Distribution  
Amount on such Distribution Date), (xi) the Principal Balance of the Class M-10 
Certificates (after taking into account the payment of the Class M-10 Principal 
Distribution Amount on such Distribution Date), (xii) the Principal Balance of  
the Class M-11 Certificates (after taking into account the payment of the Class 
M-11 Principal Distribution Amount on such Distribution Date), (xiii) the       
Principal Balance of the Class M-12 Certificates (after taking into account the 
payment of the Class M-12 Principal Distribution Amount on such Distribution    
Date) and (xiv) the Principal Balance of the Class M-13 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
97.70% and (ii) the Pool Balance as of the last day of the related Collection   
Period and (B) the Overcollateralization Floor.                                 

            "Class M-13 Realized Loss Amortization Amount": As to the Class M-13
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-13 Certificates as of such Distribution    
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the 
sum of the amounts described in Section 4.02(b)(i) through (xl) hereof, in each 
case for such Distribution Date.                                                

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

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

      "Class R Certificate": The Class R Certificate executed by the
Securities Administrator on behalf of the Trust, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as       
Exhibit C-3 and evidencing the ownership of the Residual Interest in each of    
REMIC 1 and REMIC 2. The Class R Certificate represents the ownership of the    
Class R-1 Interest and the Class R-2 Interest.                                  

           "Class R-1 Interest": The uncertificated residual interest in REMIC
1.                                                                              

           "Class R-2 Interest": The uncertificated residual interest in REMIC
2.                                                                              

          "Class R-X Certificate": The Class R-X Certificate executed by the
Securities Administrator on behalf of the Trust, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as       
Exhibit C-4 and evidencing the ownership of the Residual Interest in REMIC A.   

"Closing Date": September 29, 2005.                     

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

            "Collection Account": The account or accounts created and maintained
by the Servicer pursuant to Section 3.04(a), which shall be entitled "Collection
Account, Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA, National        
Association, as Trustee, in trust for registered Holders of Wells Fargo Home    
Equity Asset-Backed Securities 2005-2 Trust, Home Equity Asset-Backed           
Certificates, Series 2005-2," and which must be an Eligible Account.            

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

           "Commission": The United States Securities and Exchange Commission.

   "Compensating Interest": As defined in Section 3.22 hereof.

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

            "Corporate Trust Office": With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its       
corporate trust business in connection with this Agreement shall be             
administered, which office at the date of the execution of this instrument is   
located at 452 Fifth Avenue, New York, New York 10018, Attention: WFHET 2005-2  
or at such other address as the Trustee may designate from time to time by      
notice to the Certificateholders, the Depositor, the Securities Administrator   
and the Servicer. With respect to the Securities Administrator, the corporate   
trust office of the Securities Administrator at which at any particular time its
corporate trust business in connection with this Agreement shall be             
administered, which office at the date of the execution of this instrument is   
located at (i) for certificate transfer purposes, Wells Fargo Center, Sixth     
Street and Marquette Avenue, Minneapolis, Minnesota, 55479-0113, Attention:     
Client Manager-WFHET, Series 2005-2 and (ii) for all other purposes, 9062 Old   
Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager-WFHET,      
Series 2005-2 or at such other address as the Securities Administrator may      
designate from time to time by notice to the Certificateholders, the Depositor, 
the Trustee and the Servicer.                                                   

         "Corresponding Classes": With respect to REMIC 1 and REMIC 2, the
following Classes shall be Corresponding Classes:                               

Corresponding REMIC 1 Classes   Corresponding REMIC 2 Classes                   
-----------------------------   -----------------------------                   
LT1AI1A                Class AI-1A Certificates           
LT1AI1B                Class AI-1B Certificates           
LT1AII1                Class AII-I Certificates           
LT1AII2                Class AII-2 Certificates           
LT1AII3                Class AII-3 Certificates           
LT1M1                  Class M-1 Certificates           
LT1M2                  Class M-2 Certificates           
LT1M3                  Class M-3 Certificates           
LT1M4                  Class M-4 Certificates           
LT1M5                  Class M-5 Certificates           
LT1M6                  Class M-6 Certificates           
LT1M7                  Class M-7 Certificates           
LT1M8                  Class M-8 Certificates           
LT1M9                  Class M-9 Certificates           
LT1M10                  Class M-10 Certificates           
LT1M11                  Class M-11 Certificates           
LT1M12                  Class M-12 Certificates           
LT1M13                  Class M-13 Certificates           

      "Credit Risk Management Agreement": The Credit Risk Management
Agreement between the Servicer and the Credit Risk Manager dated September 29,  
2005.                                                                           

 "Credit Risk Manager": The Murrayhill Company, a Colorado
corporation.                                                                    

     "Credit Risk Manager Fee": The fee payable to the Credit Risk
Manager on each Distribution Date for its services as Credit Risk Manager, in an
amount equal to the product of (i) one-twelfth of the Credit Risk Manager Fee   
Rate and (ii) the Pool Balance as of the opening of business on the first day of
the related Collection Period.                                                  

        "Credit Risk Manager Fee Rate": With respect to any Distribution
Date, 0.015% per annum.                                                         

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

            "Custodial Agreement": That certain Custodial Agreement, dated as of
September 29, 2005, among the Custodian, the Depositor, the Servicer and the    
Trustee.                                                                        

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

        "Cut-off Date": With respect to each Mortgage Loan, the Due Date
occurring in September 2005.                                                    

        "Cut-off Date Aggregate Principal Balance": The aggregate of the
Cut-off Date Principal Balances of the Mortgage Loans.                          

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

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

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

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

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

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

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

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

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

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

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

         "Distribution Account": The trust account or accounts created and
maintained by the Securities Administrator pursuant to Section 3.04(b), which   
shall be entitled "Distribution Account, Wells Fargo Bank, N.A., as Securities  
Administrator, in trust for the registered Holders of Wells Fargo Home Equity   
Asset-Backed Securities 2005-2 Trust, Home Equity Asset-Backed Certificates,    
Series 2005-2," and which must be an Eligible Account.                          

           "Distribution Date": The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in October 2005.                                                

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

           "ERISA Restricted Certificates": Any of the Class M-12, Class M-13,
Class CE, Class P, Class R and Class R-X Certificates.                          

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

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

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

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

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

          "Expense Fee Rate": The sum of (i) the Servicing Fee Rate and (ii)
the Credit Risk Manager Fee Rate.                                               

"Extended Period": As defined in Section 9.04(b).       

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

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

           "Fidelity Bond": Shall have the meaning assigned thereto in Section
3.12.                                                                           

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

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

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

            "Formula Rate": Any of the Class AI-1A Formula Rate, the Class AI-1B
Formula Rate, the Class AII-1 Formula Rate, the Class AII-2 Formula Rate, the   
Class AII-3 Formula Rate, the Class M-1 Formula Rate, the Class M-2 Formula     
Rate, the Class M-3 Formula Rate, the Class M-4 Formula Rate, the Class M-5     
Formula Rate, the Class M-6 Formula Rate, the Class M-7 Formula Rate, the Class 
M-8 Formula Rate, the Class M-9 Formula Rate, the Class M-10 Formula Rate, the  
Class M-11 Formula Rate, the Class M-12 Formula Rate and the Class M-13 Formula 
Rate.                                                                           

        "Grantor Trust": That portion of the Trust exclusive of REMIC 1,
REMIC 2 and REMIC A consisting of (a) the Prepayment Penalties, any Originator  
Prepayment Penalty Payment Amounts, any Servicer Prepayment Penalty Payment     
Amounts, proceeds thereof in the Custodial Account or Distribution Account and  
the right of the Class P Certificateholders to receive such Prepayment          
Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment
Penalty Payment Amounts, (b) the right of the Certificates (other than the Class
CE, Class P and Residual Certificates) to receive Cap Carryover Amounts, (c) the
Yield Maintenance Agreement, the Reserve Account and the beneficial interest of 
the Class CE Certificates with respect thereto and (d) the obligation of the    
Class CE Certificates to pay Cap Carryover Amounts.                             

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

   "Group I Cap": As of any Distribution Date and the Class AI
Certificates, a per annum rate (adjusted by multiplying such rate by a fraction 
equal to 30 over the actual number of days in the related Interest Accrual      
Period) equal to the Weighted Average Net Mortgage Interest Rate for the Group I
Mortgage Loans.                                                                 

          "Group I Interest Remittance Amount": As of any Distribution Date,
the sum, without duplication, of (i) all interest due and collected with respect
to the related Collection Period on the Group I Mortgage Loans received by the  
Servicer on or prior to the Determination Date for such Distribution Date and   
any interest advanced by the Servicer or the Trustee on the Group I Mortgage    
Loans with respect to the related Collection Period (less the Servicing Fee,    
amounts available for reimbursement of Advances and Servicing Advances pursuant 
to Section 3.05 and expenses reimbursable pursuant to Section 6.03, amounts     
reimbursable or payable to the Trustee pursuant to this Agreement, including,   
without limitation, Sections 7.01 and 8.05 and amounts reimbursable or payable  
to the Securities Administrator pursuant to this Agreement, including, without  
limitation, Sections 8.05 and 9.01(c)), (ii) all Compensating Interest paid by  
the Servicer on the related Distribution Date with respect to such Group I      
Mortgage Loans, (iii) the portion of any payment in connection with any         
Principal Prepayment, substitution, Purchase Price, Termination Price, Insurance
Proceeds or Net Liquidation Proceeds relating to interest with respect to such  
Group I Mortgage Loans received during the related Prepayment Period and (iv)   
the portion of any Reimbursement Amount relating to interest on such Group I    
Mortgage Loans received during the related Prepayment Period.                   

         "Group I Maximum Rate Cap": With respect to any Distribution Date
and for the Class AI Certificates, a per annum rate (adjusted by multiplying    
such rate by a fraction equal to 30 over the actual number of days in the       
related Interest Accrual Period) equal to the average of the Net Rate Ceilings  
for the Adjustable Rate Mortgage Loans which are Group I Mortgage Loans and the 
Net Mortgage Interest Rates for the Fixed Rate Mortgage Loans which are Group I 
Mortgage Loans, weighted on the basis of the unpaid principal balances of the   
Group I Mortgage Loans as of the first day of the related Collection Period.    

         "Group I Mortgage Loan": Each Mortgage Loan listed on Exhibit D-1
hereto.                                                                         

  "Group I Overcollateralization Floor": With respect to any
Distribution Date, the amount by which the aggregate unpaid principal balance of
the Group I Mortgage Loans as of the last day of the related Collection Period  
exceeds the product of (i) 0.50% and (ii) the aggregate unpaid principal balance
of the Group I Mortgage Loans on the Cut-off Date.                              

    "Group I Principal Distribution Amount": With respect to any
Distribution Date, the product of the Group I Principal Percentage and the      
Principal Distribution Amount.                                                  

        "Group I Principal Percentage": With respect to any Distribution
Date and any Class AI Certificates, the percentage equivalent to a fraction, the
numerator of which is the Principal Remittance Amount attributable to the Group 
I Mortgage Loans for such Distribution Date and the denominator of which is the 
Principal Remittance Amount for such Distribution Date.                         

           "Group I Senior Principal Distribution Amount": With respect to any
Distribution Date, the excess of (a) the aggregate Principal Balance of the     
Class AI Certificates immediately prior to such Distribution Date over (b) the  
lesser of (x) the product of (1) 63.80% and (2) the aggregate unpaid principal  
balance of the Group I Mortgage Loans as of the last day of the related         
Collection Period and (y) the Group I Overcollateralization Floor.              

     "Group II Cap": As of any Distribution Date and the Class AII
Certificates, a per annum rate (adjusted by multiplying such rate by a fraction 
equal to 30 over the actual number of days in the related Interest Accrual      
Period) equal to the Weighted Average Net Mortgage Interest Rate for the Group  
II Mortgage Loans.                                                              

           "Group II Interest Remittance Amount": As of any Distribution Date,
the sum, without duplication, of (i) all interest due and collected with respect
to the related Collection Period on the Group II Mortgage Loans received by the 
Servicer on or prior to the Determination Date for such Distribution Date and   
any interest advanced by the Servicer or the Trustee on the Group II Mortgage   
Loans with respect to the related Collection Period (less the Servicing Fee,    
amounts available for reimbursement of Advances and Servicing Advances pursuant 
to Section 3.05 and expenses reimbursable pursuant to Section 6.03, amounts     
reimbursable or payable to the Trustee pursuant to this Agreement, including,   
without limitation, Sections 7.01 and 8.05 and amounts reimbursable or payable  
to the Securities Administrator pursuant to this Agreement, including, without  
limitation, Sections 8.05 and 9.01(c)), (ii) all Compensating Interest paid by  
the Servicer on the related Distribution Date with respect to such Group II     
Mortgage Loans, (iii) the portion of any payment in connection with any         
Principal Prepayment, substitution, Purchase Price, Termination Price, Insurance
Proceeds or Net Liquidation Proceeds relating to interest with respect to such  
Group II Mortgage Loans received during the related Prepayment Period and (iv)  
the portion of any Reimbursement Amount relating to interest on such Group II   
Mortgage Loans received during the related Prepayment Period.                   

          "Group II Maximum Rate Cap": With respect to any Distribution Date
and for the Class AII Certificates, a per annum rate (adjusted by multiplying   
such rate by a fraction equal to 30 over the actual number of days in the       
related Interest Accrual Period) equal to the average of the Net Rate Ceilings  
for the Adjustable Rate Mortgage Loans which are Group II Mortgage Loans and the
Net Mortgage Interest Rates for the Fixed Rate Mortgage Loans which are Group II
Mortgage Loans, weighted on the basis of the unpaid principal balances of the   
Group II Mortgage Loans as of the first day of the related Collection Period.   

          "Group II Mortgage Loan": Each Mortgage Loan listed on Exhibit D-2
hereto.                                                                         

   "Group II Overcollateralization Floor": With respect to any
Distribution Date, the amount by which the aggregate unpaid principal balance of
the Group II Mortgage Loans as of the last day of the related Collection Period 
exceeds the product of (i) 0.50% and (ii) the aggregate unpaid principal balance
of the Group II Mortgage Loans on the Cut-off Date.                             

     "Group II Principal Distribution Amount": With respect to any
Distribution Date, the product of the Group II Principal Percentage and the     
Principal Distribution Amount.                                                  

         "Group II Principal Percentage": With respect to any Distribution
Date and any Class AII Certificates, the percentage equivalent to a fraction,   
the numerator of which is the Principal Remittance Amount attributable to the   
Group II Mortgage Loans for such Distribution Date and the denominator of which 
is the Principal Remittance Amount for such Distribution Date.                  

            "Group II Senior Principal Distribution Amount": With respect to any
Distribution Date, the excess of (a) the aggregate Principal Balance of the     
Class AII Certificates immediately prior to such Distribution Date over (b) the 
lesser of (x) the product of (1) 63.80% and (2) the aggregate unpaid principal  
balance of the Group II Mortgage Loans as of the last day of the related        
Collection Period and (y) the Group II Overcollateralization Floor.             

         "Group Subordinate Amount": With respect to any Distribution Date
and (i) Loan Group I, will be equal to the greater of zero and the excess of the
aggregate unpaid principal balance of the Group I Mortgage Loans as of the first
day of the related Collection Period over the aggregate Principal Balance of the
Class AI Certificates immediately prior to such Distribution Date and (ii) Loan 
Group II, will be equal to the greater of zero and the excess of the aggregate  
unpaid principal balance of the Group II Mortgage Loans as of the first day of  
the related Collection Period over the Principal Balance of the Class AII       
Certificates immediately prior to such Distribution Date.                       

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

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

"Initial Overcollateralization Amount": $10,047,881.    

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

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

         "Interest Accrual Period": With respect to any Distribution Date,
the period from and including the preceding Distribution Date to the day prior  
to the current Distribution Date (or, in the case of the first Distribution     
Date, the period from September 29, 2005 through October 24, 2005).             

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

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

           "Interest Remittance Amount": As of any Determination Date, the sum
of the Group I Interest Remittance Amount and the Group II Interest Remittance  
Amount.                                                                         

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

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

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

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

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

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

"Loan Group": Either of Loan Group I or Loan Group II.  

"Loan Group I": The Group I Mortgage Loans.             

"Loan Group II": The Group II Mortgage Loans.           

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

"Losses": As defined in Section 9.03.                   

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

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

       "Majority Class CE Certificateholders": The Holders of Class CE
Certificates evidencing at least a 51% Percentage Interest in the Class CE      
Certificates.                                                                   

        "Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average 
of the Uncertificated REMIC Pass-Through Rates for REMIC 1 Regular Interest     
LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1,    
REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1     
Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest
LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1  
Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest
LT1M8, REMIC 1 Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 
Regular Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular       
Interest LT1M13 and REMIC 1 Regular Interest LT1ZZ, (i) with the rate on each   
such REMIC Regular Interest (other than REMIC 1 Regular Interest LT1ZZ) subject 
to a cap equal to the Pass-Through Rate of its Corresponding Class (taking into 
account in determining any such Pass-Through Rate the imposition of the Group I 
Cap and the Group II Cap or the Pool Cap, as applicable, as described in        
footnotes (1) through (18) to the table in the Preliminary Statement relating to
the Certificates) for the purposes of this calculation and (ii) with the rate on
REMIC 1 Regular Interest LT1ZZ subject to a cap of zero for the purpose of this 
calculation; provided, however, that for this purpose, calculations of the      
Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to   
each REMIC I Regular Interest shall be multiplied by a fraction, the numerator  
of which is the actual number of days in the Interest Accrual Period and the    
denominator of which is 30.                                                     

        "Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount":
With respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest 
LT1ZZ for such Distribution Date on a balance equal to the Uncertificated       
Principal Balance of REMIC 1 Regular Interest LT1ZZ minus the REMIC 1           
Overcollateralized Amount, in each case for such Distribution Date, over (b)    
Uncertificated Accrued Interest on REMIC 1 Regular Interest LT1AI1A, REMIC 1    
Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular     
Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest    
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1  
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1  
Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular        
Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular Interest   
LT1M13, each subject to a cap equal to the Pass-Through Rate of the related     
Corresponding Class for the purpose of this calculation; provided, however, that
for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate  
and the related caps with respect to Uncertificated Accrued Interest on each    
REMIC I Regular Interest shall be multiplied by a fraction, the numerator of    
which is the actual number of days in the Interest Accrual Period and the       
denominator of which is 30.                                                     

  "MERS": The Mortgage Electronic Registration Systems, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

            "Mortgage Loan Purchase Agreement": The agreement between the Seller
and the Depositor, dated as of September 29, 2005, regarding the transfer of the
Mortgage Loans by the Seller to or at the direction of the Depositor.           

    "Mortgage Loan Schedule": As of any date with respect to the
Mortgage Loans, the lists of such Mortgage Loans included in the Trust Fund on  
such date, separately identifying the Fixed Rate Mortgage Loans and the         
Adjustable Rate Mortgage Loans, attached hereto as Exhibits D-1, and D-2. The   
Mortgage Loan Schedules shall set forth the following information with respect  
to each Mortgage Loan:                                                          

(1) the Mortgage Loan identifying number;               

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

(3) the type of property;                               

(4) the Mortgage Interest Rate;                         

(5) the Net Mortgage Interest Rate;                     

(6) the Monthly Payment;                                

(7) the original number of months to maturity;          

(8) the scheduled maturity date;                        

(9) the Cut-off Date Principal Balance;                 

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

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

(12) the applicable Servicing Fee Rate;                 

(13) the Index;                                         

(14) the Gross Margin;                                  

(15) the Periodic Cap;                                  

(16) the first Adjustment Date;                         

(17) the Rate Ceiling; and                              

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

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

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

           "Mortgage Pool": The pool of Mortgage Loans, identified on Exhibits
D-1 and D-2 from time to time, and any REO Properties acquired in respect       
thereof.                                                                        

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

"Mortgagor": The obligor on a Mortgage Note.            

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

            "Net Mortgage Interest Rate": With respect to any Mortgage Loan, the
Mortgage Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate.  

        "Net Rate Ceiling": With respect to any Adjustable Rate Mortgage
Loan, the applicable Rate Ceiling minus the Expense Fee Rate.                   

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

       "Notional Amount": With respect to the, Class CE Uncertificated
Interest and the Class CE Certificates, an amount equal to the aggregate        
principal balance of the REMIC 1 Regular Interests.                             

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

            "Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a vice president (however 
denominated), and by the Treasurer, the Secretary, or one of the assistant      
treasurers or assistant secretaries of the Servicer, the Securities             
Administrator, the Trustee or the Depositor, as applicable.                     

            "One-Month LIBOR": With respect to each Interest Accrual Period, the
rate determined by the Securities Administrator on the related LIBOR            
Determination Date on the basis of the offered rate for one month United States 
dollar deposits, as such rate appears on the Telerate Page 3750, as of 11:00    
a.m. (London time) on such LIBOR Determination Date. If no such quotations are  
available on an LIBOR Determination Date, One-Month LIBOR for the related       
Interest Accrual Period will be established by the Securities Administrator as  
follows:                                                                        

                 (i) If on such LIBOR Determination Date two or more Reference
      Banks provide such offered quotations, One-Month LIBOR for the
            related Interest Accrual Period shall be the arithmetic mean of such
       offered quotations (rounded upwards if necessary to the nearest
whole multiple of 0.001%);                              

           (ii) If on such LIBOR Determination Date fewer than two
            Reference Banks provide such offered quotations, One-Month LIBOR for
           the related Interest Accrual Period shall be the arithmetic mean of
     the rates quoted by one or more major banks in New York City,
            selected by the Securities Administrator after consultation with the
         Depositor, as of 11:00 A.M., New York City time, on such date for
           loans in U.S. Dollars to leading European banks for a period of one
       month in amounts approximately equal to the aggregate Principal
Balance of the Floating Rate Classes; and               

                (iii) If no such quotations can be obtained, One-Month LIBOR
            for the related Interest Accrual Period shall be One-Month LIBOR for
the prior Distribution Date.                            

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

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

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

"Originator": Wells Fargo Bank, N.A. and its successors.

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

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

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

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

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

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

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

       "Pass-Through Rate": With respect to any REMIC Regular Interest
(other than the Class CE Uncertificated Interest and the Class CE Certificates),
the Pass-Through Rate described for such Class in the table in the Preliminary  
Statement. With respect to the Class CE Certificates and any Distribution Date, 
a per annum rate equal to the percentage equivalent of a fraction, the numerator
of which is the sum of the amounts calculated pursuant to clauses (A) through   
(T) below, and the denominator of which is the aggregate of the Uncertificated  
Principal Balances of REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular Interest
LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2,    
REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1       
Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1  
Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular Interest
LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest LT1M11, REMIC 1
Regular Interest LT1M12 and REMIC 1 Regular Interest LT1M13 and REMIC 1 Regular 
Interest LT1ZZ. For purposes of calculating the Pass-Through Rate for the Class 
CE Uncertificated Interest and the Class CE Certificates, the numerator is equal
to the sum of the following components:                                         

            (A) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AA minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AA;             

            (B) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AI1A minus the Marker Rate, applied to an amount equal to the       
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AI1A;           

            (C) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AI1B minus the Marker Rate, applied to an amount equal to the       
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AI1B;           

            (D) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AII1 minus the Marker Rate, applied to an amount equal to the       
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AII1;           

            (E) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AII2 minus the Marker Rate, applied to an amount equal to the       
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AII2;           

            (F) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AII3 minus the Marker Rate, applied to an amount equal to the       
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AII3;           

            (G) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M1 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M1;             

            (H) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M2 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M2;             

            (I) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M3 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M3;             

            (J) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M4 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M4;             

            (K) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M5 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M5;             

            (L) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M6 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M6;             

            (M) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M7 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M7;             

            (N) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M8 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M8;             

            (O) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M9 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M9;             

            (P) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M10 minus the Marker Rate, applied to an amount equal to the        
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M10;            

            (Q) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M11 minus the Marker Rate, applied to an amount equal to the        
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M11;            

            (R) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M12 minus the Marker Rate, applied to an amount equal to the        
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M12;            

            (S) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M13 minus the Marker Rate, applied to an amount equal to the        
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M13; and        

            (T) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1ZZ minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1ZZ.             

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

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

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

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

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

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

   "Pool Cap": As of any Distribution Date and for the Class M
Certificates, a per annum rate, equal to the weighted average of the Group I Cap
and the Group II Cap, weighted on the basis of the related Group Subordinate    
Amount. For federal income tax purposes, the economic equivalent of such rate   
shall be expressed as the weighted average of the REMIC 1 Remittance Rate on (a)
REMIC 1 Regular Interest LT1SUB, subject to a cap and floor equal to the        
Weighted Average Net Mortgage Interest Rates of the Group I Mortgage Loans and  
(b) REMIC 1 Regular Interest LT2SUB, subject to a cap and floor equal to the    
Weighted Average Net Mortgage Interest Rates of the Group II Mortgage Loans,    
weighted on the basis of the Uncertificated Balance of such REMIC 1 Regular     
Interests.                                                                      

          "Pool Maximum Rate Cap": With respect to any Distribution Date and
for the Class M Certificates, a per annum rate, equal to the weighted average of
(i) Group I Maximum Rate Cap and (ii) the Group II Maximum Rate Cap, weighted on
the basis of the related Group Subordinate Amount.                              

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

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

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

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

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

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

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

            "Private Certificates": Any of the Class M-12, Class M-13, Class CE,
Class P, Class R and Class R-X Certificates.                                    

         "Prospectus Supplement": That certain Prospectus Supplement dated
September 28, 2005 relating to the public offering of the Class A Certificates  
and the Class M Certificates (other than the Class M-12 and Class M-13          
Certificates).                                                                  

           "Purchase Price": With respect to any Mortgage Loan or REO Property
to be purchased pursuant to or as contemplated by Section 2.01, 2.03, 3.16 or   
10.01 (or substituted pursuant to Section 2.08), an amount equal to the sum of  
(i) 100% of the unpaid principal balance thereof as of the date of purchase (or 
such other price as provided in Section 10.01), (ii) in the case of a Mortgage  
Loan, accrued interest on such unpaid principal balance at the applicable       
Mortgage Interest Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an Advance by the    
Servicer, which payment or Advance had as of the date of purchase been          
distributed pursuant to Section 4.01, through the end of the calendar month in  
which the purchase is to be effected, (iii) any unreimbursed Servicing Advances 
and Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or   
REO Property, (iv) any amounts previously withdrawn from the Collection Account 
in respect of such Mortgage Loan or REO Property pursuant to Section 3.13 and   
(v) in the case of a Mortgage Loan required to be purchased pursuant to Section 
2.03, expenses reasonably incurred or to be incurred by the Servicer, the       
Securities Administrator or the Trustee in respect of the breach or defect      
giving rise to the purchase obligation.                                         

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

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

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

          "Realized Loss Amortization Amount": Any of the Class M-1 Realized
Loss Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the  
Class M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss        
Amortization Amount, the Class M-5 Realized Loss Amortization Amount, the Class 
M-6 Realized Loss Amortization Amount, the Class M-7 Realized Loss Amortization 
Amount, the Class M-8 Realized Loss Amortization Amount, the Class M-9 Realized 
Loss Amortization Amount, the Class M-10 Realized Loss Amortization Amount, the 
Class M-11 Realized Loss Amortization Amount, the Class M-12 Realized Loss      
Amortization Amount and the Class M-13 Realized Loss Amortization Amount.       

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

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

       "Regular Certificate": Any of the Class A, Class M and Class CE
Certificates.                                                                   

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

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

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

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

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

      "REMIC 1 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the sum of  
the aggregate Principal Balance of the Mortgage Loans and related REO Properties
then outstanding and (ii) the Uncertificated REMIC 1 Pass-Through Rate for REMIC
1 Regular Interest LT1AA minus the Marker Rate, divided by (b) 12.              

         "REMIC 1 Marker Allocation Percentage": 50% of any amount payable
from or loss attributable to the Mortgage Loans, which shall be allocated to    
REMIC 1 Regular Interest LT1AA, REMIC 1 Regular Interest LT1AI1A, REMIC 1       
Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular     
Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest    
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1  
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1  
Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular        
Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest      
LT1M13 and REMIC 1 Regular Interest LT1ZZ.                                      

            "REMIC 1 Overcollateralization Target Amount": 0.50% of the Targeted
Overcollateralization Amount.                                                   

        "REMIC 1 Overcollateralized Amount": With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Principal Balances of  
the REMIC 1 Regular Interests minus (ii) the aggregate of the Uncertificated    
Principal Balances of REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular Interest
LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2,    
REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1       
Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1  
Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular Interest
LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest LT1M11, REMIC 1
Regular Interest LT1M12 and REMIC 1 Regular Interest LT1M13, in each case as of 
such date of determination.                                                     

       "REMIC 1 Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the         
aggregate Principal Balance of the Mortgage Loans and related REO Properties    
then outstanding and (ii) 1 minus a fraction, the numerator of which is two     
times the aggregate of the Uncertificated Principal Balances of REMIC 1 Regular 
Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular Interest    
LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular Interest LT1AII3,    
REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular 
Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, 
REMIC 1 Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular 
Interest LT1M8, REMIC 1 Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10,
REMIC 1 Regular Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1    
Regular Interest LT1M13, the denominator of which is aggregate of the           
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AI1A, REMIC 1  
Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular     
Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest    
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1  
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1  
Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular        
Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest      
LT1M13 and REMIC 1 Regular Interest LT1ZZ.                                      

"REMIC 1 Regular Interest LT1AA": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AA     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1AI1A": One of the separate 
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AI1A   
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1AI1B": One of the separate 
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AI1B   
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1AII1": One of the separate 
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AII1   
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1AII2": One of the separate 
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AII2   
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1AII3": One of the separate 
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AII3   
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M1": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M1     
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate  
in effect from time to time, and shall be entitled to distributions of          
principal, subject to the terms and conditions hereof, in an aggregate amount   
equal to its initial Uncertificated Principal Balance as set forth in the       
Preliminary Statement hereto.                                                   

"REMIC 1 Regular Interest LT1M2": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M2     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M3": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M3     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M4": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M4     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M5": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M5     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M6": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M6     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M7": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M7     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M8": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M8     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M9": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M9     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M10": One of the separate  
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M10    
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M11": One of the separate  
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M11    
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M12": One of the separate  
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M12    
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1M13": One of the separate  
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M13    
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1SUB": One of the separate  
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1SUB    
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1XX": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1XX     
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT1ZZ": One of the separate   
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1ZZ     
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate  
in effect from time to time, and shall be entitled to distributions of          
principal, subject to the terms and conditions hereof, in an aggregate amount   
equal to its initial Uncertificated Principal Balance as set forth in the       
Preliminary Statement hereto.                                                   

"REMIC 1 Regular Interest LT2GRP": One of the separate  
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT2GRP    
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 1 Regular Interest LT2SUB": One of the separate  
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT2SUB    
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

            "REMIC 1 Regular Interests": REMIC 1 Regular Interest LT1AA, REMIC 1
Regular Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular     
Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular Interest    
LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest
LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1  
Regular Interest LT1M8, REMIC 1 Regular Interest LT1M9, REMIC 1 Regular Interest
LT1M10, REMIC 1 Regular Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 
1 Regular Interest LT1M13, REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular     
Interest LT1GRP, REMIC 1 Regular Interest LT2SUB, REMIC 1 Regular Interest      
LT2GRP, REMIC 1 Regular Interest LT1XX and REMIC 1 Regular Interest LT1ZZ.      

          "REMIC 1 Sub WAC Allocation Percentage": 50% of any amount payable
or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 
1 Regular Interest LT1SUB, REMIC 1 Regular Interest LT1GRP, REMIC 1 Regular     
Interest LT2SUB, REMIC 1 Regular Interest LT2GRP and REMIC 1 Regular Interest   
LT1XX.                                                                          

 "REMIC 1 Subordinated Balance Ratio": The ratio among the
Uncertificated Principal Balances of each REMIC 1 Regular Interest ending with  
the designation "SUB," equal to the ratio among, with respect to each such REMIC
1 Regular Interest, the excess of (x) the aggregate Principal Balance of the    
Mortgage Loans in the related Loan Group over (y) the current Certificate       
Principal Amount of the Class A Certificates in the related Loan Group.         

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

            "REMIC Regular Interest": Any REMIC 1 Regular Interest, the Class CE
Uncertificated Interest or any of the Certificates (other than the Class P and  
Residual Certificates).                                                         

            "Remittance Report": A report prepared by the Servicer and delivered
to the Securities Administrator pursuant to Section 4.07, containing the        
information attached hereto as Exhibit M.                                       

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

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

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

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

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

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

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

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

          "Reserve Account": The trust account created and maintained by the
Securities Administrator pursuant to Section 3.04(g) which shall be entitled    
"Reserve Account, Wells Fargo Bank, N.A., as Securities Administrator for HSBC  
Bank USA, National Association, as Trustee, in trust for registered Holders of  
the Class M Certificates of Wells Fargo Home Equity Asset-Backed Securities     
2005-2 Trust, Home Equity Asset-Backed Certificates, Series 2005-2," and which  
must be an Eligible Account. Amounts on deposit in the Reserve Account shall not
be invested. The Reserve Account shall not be an asset of any REMIC formed under
this Agreement.                                                                 

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

    "Residual Certificates": Any one of the Class R or Class R-X
Certificates.                                                                   

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

           "Responsible Officer": When used with respect to the Trustee or the
Securities Administrator, any officer assigned to its Corporate Trust Office (or
any successor thereto), including any Vice President, Assistant Vice President, 
Trust Officer, any Assistant Secretary, any trust officer or any other officer  
of the Trustee or the Securities Administrator customarily performing functions 
similar to those performed by any of the above designated officers and in each  
case having direct responsibility for the administration of this Agreement.     

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

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

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

      "Securities Administrator": Wells Fargo Bank, N.A., a national
banking association, or any successor Securities Administrator appointed as     
herein provided.                                                                

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

"Senior Certificates": The Class A Certificates.        

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

          "Senior Principal Distribution Amount": For any Distribution Date,
the sum of the Group I Senior Principal Distribution Amount for such            
Distribution Date and the Group II Senior Principal Distribution Amount for such
Distribution Date.                                                              

 "Senior Specified Enhancement Percentage": On any date of
determination thereof, 36.20%.                                                  

            "Sequential Trigger Event": With respect to any Distribution Date if
(i) the aggregate Principal Balance of the Class M Certificates is reduced to   
zero, (ii) with respect to any Distribution Date on or prior to the Distribution
Date in October 2007, the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Collection Period (reduced by  
the aggregate amount of Subsequent Recoveries received since the Cut-off Date   
through the last day of the related Collection Period) divided by the Pool      
Balance on the Cut-off Date exceeds 0.95% or (iii) with respect to any          
Distribution Date on or after the Distribution Date in October 2007, a Trigger  
Event is in effect.                                                             

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

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

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

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

          "Servicer Remittance Date": With respect to any Distribution Date,
the 22nd day of the month of such Distribution Date, or if such day is not a    
Business Day, the preceding Business Day.                                       

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

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

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

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

      "Servicing Standard": The standards set forth in Section 3.01.

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

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

          "Stepdown Date": The earlier to occur of (i) the Distribution Date
following the Distribution Date on which the aggregate Principal Balance of the 
Class A Certificates is reduced to zero and (ii) the later to occur of (x) the  
Distribution Date in October 2008 and (y) the Distribution Date on which the    
Senior Enhancement Percentage is greater than or equal to the Senior Specified  
Enhancement Percentage.                                                         

         "Subordinated Certificates": The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10,   
Class M-11, Class M-12, Class M-13, Class CE and Residual Certificates.         

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

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

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

       "Targeted Overcollateralization Amount": As of any Distribution
Date, (x) prior to the Stepdown Date, 1.15% of the Cut-off Date Aggregate       
Principal Balance and (y) on and after the Stepdown Date, (i) if a Trigger Event
has not occurred for such Distribution Date, the greater of (A) 2.30% of the    
Pool Balance as of the last day of the related Collection Period and (B) 0.50%  
of the Cut-off Date Aggregate Principal Balance and (ii) if a Trigger Event has 
occurred for such Distribution Date, the Targeted Overcollateralization Amount  
for the immediately preceding Distribution Date.                                

          "Tax Matters Person": The tax matters person appointed pursuant to
Section 9.01(e) hereof.                                                         

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

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

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

          "Trigger Event": With respect to any Distribution Date, if (i) the
three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 36.00%
of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized   
Losses incurred since the applicable Cut-off Date through the last day of the   
related Collection Period (reduced by the aggregate amount of Subsequent        
Recoveries received since the applicable Cut-off Date through the end of the    
last day of the related Collection Period) divided by the Cut-off Date Aggregate
Principal Balance exceeds the applicable percentages set forth below with       
respect to such Distribution Date:                                              

Distribution Date Occurring In      Percentage                              
-----------------------------------   ----------                                
October 2007 through September 2008     0.95%                                   
October 2008 through September 2009     2.10%                                   
October 2009 through September 2010     3.25%                                   
October 2010 through September 2011     4.20%                                   
October 2011 and thereafter             4.70%                                   

       "Trust": Wells Fargo Home Equity Asset-Backed Securities 2005-2
Trust, the trust created hereunder.                                             

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

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

       "Uncertificated Accrued Interest": With respect to each REMIC 1
Regular Interest on each Distribution Date, an amount equal to one month's      
interest at the related Uncertificated Pass-Through Rate on the Uncertificated  
Principal Balance of such REMIC Regular Interest. In each case, Uncertificated  
Accrued Interest will be reduced by any Prepayment Interest Shortfalls and      
Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests based 
on their respective entitlements to interest irrespective of any Prepayment     
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution    
Date).                                                                          

     "Uncertificated Principal Balance": The amount of any REMIC 1
Regular Interest outstanding as of any date of determination. As of the Closing 
Date, the Uncertificated Balance of each REMIC 1 Regular Interest shall equal   
the amount set forth in the Preliminary Statement hereto as its initial         
uncertificated balance. On each Distribution Date, the Uncertificated Principal 
Balance of each REMIC 1 Regular Interest shall be reduced by all distributions  
of principal made on such REMIC 1 Regular Interest on such Distribution Date    
pursuant to Section 4.08 and, if and to the extent necessary and appropriate,   
shall be further reduced on such Distribution Date by Realized Losses as        
provided in Section 4.08(b). The Uncertificated Balance of REMIC 1 Regular      
Interest LT1ZZ shall be increased by interest deferrals as provided in Section  
4.08(a)(i). The Uncertificated Balance of each REMIC 1 Regular Interest shall   
never be less than zero.                                                        

           "Uncertificated REMIC 1 Pass-Through Rate": With respect to REMIC 1
Regular Interest LT1AA, REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular       
Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular Interest    
LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC
1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular       
Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, 
REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular 
Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest       
LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest LT1M13, REMIC 
1 Regular Interest LT1ZZ, REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular      
Interest LT2SUB and REMIC 1 Regular Interest LT1XX, the Weighted Average Net    
Mortgage Interest Rate of the Mortgage Loans. With respect to REMIC 1 Regular   
Interest LT1GRP, the Weighted Average Net Mortgage Interest Rate of the Group I 
Mortgage Loans. With respect REMIC 1 Regular Interest LT2GRP, the Weighted      
Average Net Mortgage Interest Rate of the Group II Mortgage Loans.              

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

          "Unpaid Realized Loss Amount": For any Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class    
M-10, Class M-11, Class M-12 and Class M-13 Certificates and as to any          
Distribution Date, the excess of (x) the aggregate Applied Realized Loss Amounts
applied with respect to such Class for all prior Distribution Dates over (y) the
sum of (a) the aggregate amount of any Subsequent Recoveries allocated to such  
Class and (b) the aggregate Realized Loss Amortization Amounts with respect to  
such Class for all prior Distribution Dates.                                    

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

          "Voting Interests": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Interests        
allocated among Holders of the Certificates (other than the Class CE, Class P,  
Class R and Class R-X Certificates) shall be 98%, and shall be allocated among  
each such Class according to the fraction, expressed as a percentage, the       
numerator of which is the aggregate Principal Balance of all the Certificates of
such Class then outstanding and the denominator of which is the aggregate       
Principal Balance of all the Certificates (other than the Class CE, Class P,    
Class R and Class R-X Certificates) then outstanding. The Voting Interests      
allocated to each such Class of Certificates shall be allocated among all       
holders of each such Class in proportion to the outstanding Principal Balance of
such Certificates; provided, however, that any Certificate registered in the    
name of the Servicer, the Depositor, the Securities Administrator or the Trustee
or any of their respective affiliates shall not be included in the calculation  
of Voting Interests; provided that only such Certificates as are known by a     
Responsible Officer of the Securities Administrator to be so registered will be 
so excluded. 1% of all the Voting Interests will be allocated to the Holders of 
each of the Class CE and Class P Certificates. The Class R and Class R-X        
Certificates shall have no Voting Interests.                                    

           "Weighted Average Net Mortgage Interest Rate": The weighted average
(based on the unpaid principal balance as of the first day of the related       
Collection Period or, in the case of the first Distribution Date, the applicable
Cut-Off Date) of the Net Mortgage Interest Rates of the Mortgage Loans, the     
Group I Mortgage Loans or the Group II Mortgage Loans, as applicable, expressed 
for each such Mortgage Loan as an annual rate and calculated on the basis of    
twelve months consisting of 30 days each and a 360 day year.                    

       "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 Servicer, from which Wells Fargo Bank       
purchased the Mortgage Loans.                                                   

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

      "Yield Maintenance Agreement": The yield maintenance agreement
between the Securities Administrator, on behalf of the Trust, and the Yield     
Maintenance Agreement Provider substantially in the form attached hereto as     
Exhibit N. The Yield Maintenance Agreement shall not be an asset of any REMIC   
formed under this Agreement.                                                    

        "Yield Maintenance Agreement Payment": On each Distribution Date
through the Distribution Date in July 2008, the amount equal to the product of  
(a) the excess of the lesser of (i) One-Month LIBOR and (ii) the applicable     
upper strike rate for such Distribution Date over the lower strike rate for such
Distribution Date, in each case as set forth on the schedule attached to the    
Yield Maintenance Agreement for such Distribution Date, (b) the notional amount 
as set forth on the schedule attached to the Yield Maintenance Agreement for    
such Distribution Date and (c) a fraction, the numerator of which is the actual 
number of days elapsed since the previous Distribution Date (or the Closing     
Date, in the case of the first Distribution Date) to but excluding the current  
Distribution Date and the denominator of which is 360.                          

      "Yield Maintenance Agreement Provider": Bear Stearns Financial
Products Inc., and any successor thereto.                                       

Section 1.02 Accounting.                                

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

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.              

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

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

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

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

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

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

(A) The loan security agreement;            

(B) The stock certificate;                  

(C) The stock power, executed in blank;     

(D) The executed proprietary lease;         

(E) The executed recognition agreement;     

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

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

       (b) Following a Document Transfer Event, the Seller shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the        
corporate trust services division of the Custodian within 60 days copies (which 
may be in electronic form mutually agreed upon by the Seller 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 take all actions as are necessary to cause the Trust Fund 
to be shown as the owner of the related Mortgage Loan on the records of MERS for
the purpose of the system of recording transfers of beneficial ownership of     
mortgages maintained by MERS. The Depositor shall also cause to be delivered to 
the Custodian any other original mortgage loan document included in the Owner   
Mortgage File (and, if applicable, the Retained Mortgage File) if a copy thereof
has been delivered. The Depositor shall pay from its own funds, without any     
right of reimbursement therefor, the amount of any costs, liabilities and       
expenses incurred by the Trust by reason of the failure of the Depositor to     
cause to be delivered to the Custodian within one (1) year following the Closing
Date any assignment of a Mortgage (except with respect to any Mortgage recorded 
in the name of MERS) not delivered to the Custodian on the Closing Date.        

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

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

WITHOUT RECOURSE
PAY TO THE ORDER OF:
 HSBC BANK USA, NATIONAL ASSOCIATION, AS
 TRUSTEE under the pooling and servicing
 agreement dated as of [September 29, 2005].
 and its successors and assigns,

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

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

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

Section 2.02 Acceptance by Custodian.                   

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

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

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

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

    The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans and the    
Related Documents, conveying good title thereto free and clear of any liens and 
encumbrances, from the Depositor to the Trustee and that such property not be   
part of the Depositor's estate or property of the Depositor in the event of any 
insolvency by the Depositor. In the event that such conveyance is deemed to be, 
or to be made as security for, a loan, the parties intend that the Depositor    
shall be deemed to have granted and does hereby grant to the Trustee, on behalf 
of the Trust, a first priority perfected security interest in all of the        
Depositor's right, title and interest in and to the Mortgage Loans and the      
Related Documents, and that this Agreement shall constitute a security agreement
under applicable law.                                                           

      The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Trust, the Yield Maintenance Agreement.               

        Section 2.03 Repurchase or Substitution of Mortgage Loans by the
Depositor.                                                                      

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

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

           Notwithstanding anything to the contrary in this Section 2.03, with
respect to any breach by the Depositor of the representation and warranty set   
forth in Section 2.04(z), which breach materially and adversely affects the     
value of any Prepayment Penalty or the interest of the Trust therein, the       
Depositor shall not be required to repurchase such Mortgage Loans as set forth  
in this Section 2.03(a). However, the Originator shall remedy such breach as    
follows: Upon any Principal Prepayment with respect to the affected Mortgage    
Loan, the Originator shall pay to the Trust the excess, if any, of (x) the      
amount of such Prepayment Penalty calculated as set forth in the matrices       
attached hereto as Exhibit R over (y) the amount collected from the Mortgagor in
respect of such Prepayment Penalty. Such amount payable by the Originator shall 
be paid by the Servicer Remittance Date in the month following the month in     
which the related Principal Prepayment occurred.                                

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

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

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

    For any month in which the Depositor substitutes one or more
Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans,    
including any substitution pursuant to Section 2.08, the Servicer will determine
the amount (the "Substitution Adjustment Amount"), if any, by which the         
aggregate Purchase Price of all such Defective Mortgage Loans (or Mortgage Loan,
in the case of a substitution pursuant to Section 2.08) exceeds the aggregate,  
as to each such Eligible Substitute Mortgage Loan, of the principal balance     
thereof as of the date of substitution, together with one month's interest on   
such principal balance at the applicable Net Mortgage Interest Rate. On the date
of such substitution, the Depositor will deliver or cause to be delivered to the
Servicer for deposit in the Collection Account an amount equal to the           
Substitution Adjustment Amount, if any, and the Trustee, upon receipt of the    
related Eligible Substitute Mortgage Loan or Loans and notice by the Servicer of
such deposit, shall release to the Depositor the related Owner Mortgage File    
(and, if applicable, Retained Mortgage File) and shall execute and deliver such 
instruments of transfer or assignment, in each case without recourse, as the    
Depositor shall deliver to it and as shall be necessary to vest therein any     
Defective Mortgage Loan released pursuant hereto.                               

      In addition, the Depositor shall obtain at its own expense and
deliver to the Trustee an Opinion of Counsel to the effect that such            
substitution will not cause (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on "prohibited            
transactions" under Section 860F(a)(l) of the Code or on "contributions after   
the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate is     
outstanding. If such Opinion of Counsel can not be delivered, then such         
substitution may only be effected at such time as the required Opinion of       
Counsel can be given.                                                           

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

         Section 2.04 Representations and Warranties of the Depositor with
respect to the Mortgage Loans.                                                  

           The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date or as of such     
other date specifically provided herein:                                        

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

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

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

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

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

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

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

          (h) The Mortgage is a valid, subsisting and enforceable first lien
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 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;                                                        

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    (z) With respect to each Mortgage Loan that has a Prepayment
Penalty, each such Prepayment Penalty shall be enforceable, and each Prepayment 
Penalty shall be permitted pursuant to federal, state and local law. Each such  
Prepayment Penalty is in an amount less than or equal to the maximum amount     
permitted under applicable law. Each such Prepayment Penalty actually charged to
the related borrower is in accordance with the Prepayment Penalty matrices set  
forth in Exhibit R;                                                             

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

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

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

       (dd) No Mortgage Loan (other than a Mortgage Loan that is a New
Jersey covered purchase loan) is a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in S&P's LEVELS(R) Glossary Version 5.6b, Appendix   
E), no Mortgage Loan originated on or after October 1, 2002 through March 6,    
2003 is governed by the Georgia Fair Lending Act and no Mortgage Loan originated
on or after March 7, 2003 is a "high cost home loan" as defined under the       
Georgia Fair Lending Act; and                                                   

        (ee) In addition to the foregoing representations and warranties
made in subparagraphs (a) through (dd) above, the Depositor further represents  
and warrants upon delivery of the Group I Mortgage Loans, as to each, that:     

        (i) No mortgage loan is covered by the Home Ownership and Equity
Protection Act of 1994;                                             

    (ii) With respect to each Group I Mortgage Loan, none of the
     proceeds of such Mortgage Loan were used to finance single-premium credit
life insurance policies;                                            

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

            (iv) The unpaid principal balance of each Group I Mortgage Loan does
   not exceed the applicable maximum original loan amount limitations with
   respect to first lien one- to four-family residential mortgage loans as
set forth in the Freddie Mac Selling Guide;                         

            (v) With respect to each Group I Mortgage Loan that has a Prepayment
      Penalty, no such Prepayment Penalty may be imposed for a term in excess of
     five (5) years with respect to Mortgage Loans originated prior to October
    1, 2002 and three (3) years with respect to Mortgage Loans originated on
or after October 1, 2002;                                           

         (vi) No Group I Mortgage Loan is a "high-cost," "high-cost home,"
    "covered" (excluding home loans defined as "covered home loans" pursuant
to clause (1) of the definition of that term in the New Jersey Home 
 Ownership Security Act of 2002), "high-risk home" or "predatory" loan
     under any applicable federal, state or local predatory or abusive lending
law; and                                                            

        (vii) With respect to any Group I Mortgage Loan originated on or
after August 1, 2004, neither the related Mortgage nor the related  
   Mortgage Note requires the borrower to submit to arbitration to resolve
  any dispute arising out of or relating in any way to the mortgage loan
transaction.                                                        

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

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

     Section 2.05 Representations, Warranties and Covenants of the
Servicer.                                                                       

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

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

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

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

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

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

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

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

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

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

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

     Section 2.06 Representations and Warranties of the Depositor.

          The Depositor represents and warrants to the Trust and the Trustee
on behalf of the Certificateholders and to the Servicer and Securities          
Administrator as follows:                                                       

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

          (ii) Immediately prior to the sale and assignment by the Depositor
      to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor
      had good and marketable title to each Mortgage Loan (insofar as such title
was conveyed to it by the Seller) subject to no prior lien, claim,  
  participation interest, mortgage, security interest, pledge, charge or
other encumbrance or other interest of any nature;                  

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

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

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

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

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

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

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

            Section 2.07 Issuance of Certificates and the Uncertificated Regular
Interests.                                                                      

           The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery to the Custodian on its behalf of the Mortgage Files, subject  
to the provisions of Sections 2.01 and 2.02, and the Trustee acknowledges the   
assignment to it of all other assets included in the Trust Fund, receipt of     
which is hereby acknowledged. Concurrently with such assignment and delivery and
in exchange therefor, the Securities Administrator, pursuant to the Written     
Order to Authenticate executed by an officer of the Depositor, has executed, and
the Certificate Registrar has authenticated and delivered to or upon the order  
of the Depositor, the Class A Certificates and Class M Certificates (other than 
the Class M-12 and Class M-13 Certificates) in minimum dollar denominations of  
$100,000 and integral dollar multiples of $1 in excess thereof and the Class    
M-12 and Class M-13 Certificates in minimum denominations of $250,000 and       
integral multiples of $1 in excess thereof. The Class CE and Class P            
Certificates are issuable only in minimum Percentage Interests of 10%. Each     
Residual Certificate is issuable only as a single certificate. The Trustee      
acknowledges the issuance of the uncertificated REMIC 1 Regular Interests and   
declares that it hold such regular interests as assets of REMIC 2. The Trustee  
acknowledges the issuance of the Class CE Uncertificated Interest and declares  
that it holds such regular interest as the asset of REMIC A. The Trustee        
acknowledges the obligation of the Class CE Certificates to pay Cap Carryover   
Amounts, and declares that it hold the same as assets of the Grantor Trust on   
behalf of the Holders of the Class AI-1A, Class AI-B, Class AII-1, Class AII-2, 
Class AII-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,  
Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class   
M-13 Certificates, respectively. In addition to the assets described in the     
preceding sentence, the assets of the Grantor Trust shall also include (i)      
Prepayment Penalties, any Servicer Prepayment Penalty Payment Amounts, any      
Originator Prepayment Penalty Payment Amounts and the beneficial interest of the
Class P Certificates with respect thereto and (ii) the Yield Maintenance        
Agreement, the Reserve Account and the beneficial interest of the Class CE      
Certificates with respect thereto, subject to the obligation to pay Cap         
Carryover Amounts. The interests evidenced by the Certificates constitute the   
entire beneficial ownership interest in the Trust Fund.                         

Section 2.08 Optional Substitution of Mortgage Loans.   

        During the three-month period beginning on the Closing Date, the
Depositor shall have the right, but not the obligation, in its sole discretion  
for any reason, to substitute for any Mortgage Loan, an Eligible Substitute     
Mortgage Loan. Any such substitution shall be carried out in the manner         
described in Section 2.03. The Substitution Adjustment Amount, if any, plus     
accrued interest thereon and the other amounts referred to in Section 2.03,     
shall be deposited in the Distribution Account. For purposes of determining the 
Substitution Adjustment Amount for any Mortgage Loan substituted pursuant to    
this Section 2.08, the purchase price for such Mortgage Loan shall be the       
Purchase Price.                                                                 

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF THE TRUST FUND

Section 3.01 Servicer to Act as Servicer.               

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

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

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

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

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

Section 3.02 Collection of Mortgage Loan Payments.      

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

Section 3.03 Realization Upon Defaulted Mortgage Loans. 

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

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

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

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

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

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

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

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

         Section 3.04 Collection Account, Distribution Account and Reserve
Account.                                                                        

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

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

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

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

     (iii) all Net Liquidation Proceeds and Subsequent Recoveries;

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

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

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

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

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

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

           (b) On behalf of the Trust Fund, the Securities Administrator shall
establish and maintain one or more accounts (such account or accounts, the      
"Distribution Account"), on behalf of the Trustee, held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Servicer shall      
deliver (or cause the Originator to deliver in the case of clause (iii) below)  
to the Securities Administrator in immediately available funds for deposit in   
the Distribution Account by 1:00 p.m. New York City time on the Servicer        
Remittance Date, (i) that portion of the Available Funds (calculated without    
regard to the references in the definition thereof to amounts that may be       
deposited to the Distribution Account from a different source as provided       
herein) then on deposit in the Collection Account, (ii) the amount of all       
Prepayment Penalties collected by the Servicer in connection with the voluntary 
Principal Prepayment in full of any of the Mortgage Loans then on deposit in the
Collection Account (other than any such Prepayment Penalties received after the 
related Prepayment Period), (iii) any Originator Prepayment Penalty Payment     
Amount or Servicer Prepayment Penalty Payment Amount that became due during the 
related Prepayment Period and (iv) amounts reimbursable or payable to the       
Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or   
payable to the Securities Administrator pursuant to Section 8.05 or Section     
9.01(c). These amounts may be sent via a single combined wire transfer. Except  
as otherwise provided in Section 3.04(f), amounts in the Distribution Account   
shall be deemed to be held on behalf of the related REMICs in accordance with   
the REMIC distributions set forth in Section 4.08. The Securities Administrator 
may, from time to time, withdraw from the Distribution Account for the following
purposes:                                                                       

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

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

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

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

     (d) In the event the Servicer shall deliver to the Securities
Administrator for deposit in the Distribution Account any amount not required to
be deposited therein, it may at any time request that the Securities            
Administrator withdraw such amount from the Distribution Account and remit to   
the Servicer any such amount, any provision herein to the contrary              
notwithstanding. In addition, the Servicer shall deliver to the Securities      
Administrator from time to time for deposit, and the Securities Administrator   
shall so deposit, in the Distribution Account in respect of REMIC 1:            

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

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

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

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

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

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

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

         (g) The Securities Administrator shall establish and maintain the
Reserve Account, held in trust for the benefit of the Holders of the Class M-1, 
Class M-2, Class M-3, Class M-4 and Class M-5, Class M-6, Class M-7, Class M-8, 
Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates. The  
Securities Administrator shall deposit in the Reserve Account on the date       
received by it, any Yield Maintenance Agreement Payment received from the Yield 
Maintenance Agreement Provider for the related Distribution Date. On each       
Distribution Date, the Securities Administrator shall withdraw from the Reserve 
Account any Yield Maintenance Agreement Payment and apply them in the following 
order of priority:                                                              

          (i) to the Class M Certificates, from the Reserve Account, in each
   case only up to the Cap Amount for the related Class, any Cap Carryover
Amounts for such Classes for such Distribution Date, distributed    
  concurrently, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
    M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11,
Class M-12 and Class M-13 Certificates;                             

           (ii) to the Class M Certificates, from the Reserve Account, without
    regard to the Cap Amount for the related Class, any remaining unpaid Cap
Carryover Amounts for such Classes for such Distribution Date (after
     distributions pursuant to clause (i) above), distributed concurrently, to
 the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
   Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and
      Class M-13 Certificates, pro rata, based on their respective remaining Cap
Carryover Amounts; and                                              

           (iii) to the Class CE Certificates, any remaining amount on deposit
in the Reserve Account.                                             

      (h) The Securities Administrator shall account for the Reserve
Account as an asset of a grantor trust under subpart E, part I of subchapter J  
of the Code and not an asset of any REMIC created pursuant to this Agreement.   
The beneficial owner of the Reserve Account is the Class CE Certificateholder.  
For all federal tax purposes, amounts transferred or reimbursed by REMIC A to   
the Reserve Account shall be treated as distributions by the Securities         
Administrator to the Class CE Certificateholder.                                

          (i) Any Cap Carryover Amounts paid by the Securities Administrator
pursuant to this Section 3.04(g) to the Regular Certificates (other than the    
Class CE Certificates) shall be accounted for by the Securities Administrator as
amounts paid first to the Class CE Certificates and then to the respective Class
or Classes of Regular Certificates (other than the Class CE Certificates). In   
addition, the Securities Administrator shall account for the Regular            
Certificates' (other than the Class CE Certificates) rights to receive payments 
of Cap Carryover Amounts as rights in a limited recourse interest rate cap      
contract written by the Class CE Certificates in favor of the Regular           
Certificates (other than the Class CE Certificates).                            

          (j) For federal tax return and information reporting, the right of
the Holders of the Regular Certificates (other than the Class CE Certificates)  
to receive payments under the Yield Maintenance Agreement in respect of the     
Yield Maintenance Agreement Payments shall be assigned a value of zero.         

       Section 3.05 Permitted Withdrawals From the Collection Account.

         The Servicer may, from time to time, withdraw from the Collection
Account for the following purposes:                                             

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

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

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

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

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

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

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

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

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

     The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the      
Collection Account any amount not required to be deposited therein, it may at   
any time withdraw such amount from the Collection Account, any provision herein 
to the contrary notwithstanding.                                                

         Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow
Accounts.                                                                       

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

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

Section 3.07 Permitted Withdrawals From Escrow Account. 

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

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

   Section 3.08 Payment of Taxes, Insurance and Other Charges;
Collections Thereunder; Primary Mortgage Insurance.                             

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

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

Section 3.09 Transfer of Accounts.                      

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

Section 3.10 Maintenance of Hazard Insurance.           

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

         Section 3.11 Maintenance of Mortgage Impairment Insurance Policy.

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

   Section 3.12 Fidelity Bond, Errors and Omissions Insurance.

           The Servicer shall maintain, at its own expense, a blanket fidelity
bond (the "Fidelity Bond") and an errors and omissions insurance policy, with   
broad coverage with financially responsible companies on all officers, employees
or other persons acting in any capacity with regard to the Mortgage Loans to    
handle funds, money, documents and papers relating to the Mortgage Loans. The   
Fidelity Bond and errors and omissions insurance shall be in the form of the    
Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against
losses, including forgery, theft, embezzlement, fraud, errors and omissions and 
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any      
insurance policies required pursuant to this Agreement and the release or       
satisfaction of a Mortgage Loan without having obtained payment in full of the  
indebtedness secured thereby. No provision of this Section 3.12 requiring the   
Fidelity Bond and errors and omissions insurance shall diminish or relieve the  
Servicer from its duties and obligations as set forth in this Agreement. The    
minimum coverage under any such bond and insurance policy shall be in an amount 
acceptable to Fannie Mae or Freddie Mac. Upon request of the Trustee, the       
Servicer shall cause to be delivered to the Trustee a certified true copy of the
Fidelity Bond and errors and omissions insurance policy and a statement from the
surety and the insurer that such Fidelity Bond and errors and omissions         
insurance policy shall in no event be terminated or materially modified without 
thirty days' prior written notice to the Trustee.                               

       Section 3.13 Title, Management and Disposition of REO Property.

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

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

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

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

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

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

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

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

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

     Section 3.14 Due-on-Sale Clauses; Assumption and Substitution
Agreements.                                                                     

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

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

Section 3.15 Duties of the Credit Risk Manager.         

     For and on behalf of the Trust, the Credit Risk Manager shall
provide reports and recommendations as to loss mitigation activities concerning 
Mortgage Loans that are past due, are in default, as to which there has been    
commencement of foreclosure, as to which there has been forbearance in exercise 
of remedies, as to which any obligor is the subject of bankruptcy, receivership,
or an arrangement of creditors, or which have become REO Properties. Such       
reports and recommendations will be based upon information provided pursuant to 
the Credit Risk Management Agreement. The Credit Risk Manager shall look solely 
to the Servicer for all information and data (including loss and delinquency    
information and data) and loan-level information and data relating to the       
servicing of the Mortgage Loans.                                                

       The Credit Risk Manager may be removed at any time by a vote of
Certificateholders holding Certificates evidencing at least 66 2/3% of the      
aggregate Voting Interests of the Certificates. After any such termination, the 
Credit Risk Manager shall have no further obligations hereunder, and shall no   
longer be entitled to the Credit Risk Manager Fee.                              

    Section 3.16 Optional Purchases of 60+ Day Delinquent Loans.

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

           Prior to purchase pursuant to this Section 3.16, the Servicer shall
be required to continue to make monthly Advances pursuant to Section 4.07. The  
Depositor shall not use any procedure in selecting Mortgage Loans to be         
purchased which is materially adverse to the interests of the                   
Certificateholders. The Depositor shall purchase any such 60+ Day Delinquent    
Loan or REO Property that it elects to purchase at a price equal to the Purchase
Price. The Purchase Price for the repurchased Mortgage Loan or REO Property     
shall be deposited in the Collection Account, and the Trustee, upon receipt of  
written certification from the Depositor of such deposit, shall release to, or  
at the direction of, the Depositor, the related Mortgage File and shall execute 
and deliver such instruments of transfer or assignment, in each case without    
recourse, as the Depositor shall furnish to it and as shall be necessary to vest
in the Depositor any Mortgage Loan or REO Property released pursuant hereto and 
the Trustee shall have no further responsibility with regard to such Mortgage   
File.                                                                           

Section 3.17 Trustee to Cooperate; Release of Files.    

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

 From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer shall deliver to the Custodian two  
copies of a Request for Release. The Custodian shall, within five Business Days,
release the related Owner Mortgage File (and Retained Mortgage File, if         
applicable) to the Servicer. Any such Request for Release shall obligate the    
Servicer to return the Owner Mortgage File (and Retained Mortgage File, if      
applicable) to the Custodian by the twenty-first day following the release      
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation   
Proceeds relating to the Mortgage Loan have been deposited in the Distribution  
Account or (ii) the Owner Mortgage File, Retained Mortgage 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 Distribution Account have been so deposited,  
or that such Mortgage Loan has become an REO Property, the Custodian shall amend
its records.                                                                    

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

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

Section 3.18 Servicing Compensation.                    

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

Section 3.19 Annual Statement as to Compliance.         

            (a) The Servicer, at its own expense, will deliver to the Securities
Administrator, not later than February 28 following the end of each calendar    
year, commencing in February 2006, a Servicing Officer's certificate stating, as
to each signer thereof, that (i) a review of the activities of the Servicer     
during such preceding fiscal year (or such shorter period in the case of the    
first such report) and of performance under this Agreement or similar agreements
has been made under such officers' supervision, and (ii) to the best of such    
officer's knowledge, based on such review, the Servicer has fulfilled all its   
obligations under this Agreement for such year, or, if there has been a default 
in the fulfillment of all such obligations, specifying each such default known  
to such officers and the nature and status thereof including the steps being    
taken by the Servicer to remedy such default. The Securities Administrator shall
forward such certificate to the Depositor and the Trustee immediately upon      
receipt.                                                                        

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

     Section 3.20 Annual Independent Certified Public Accountants'
Reports.                                                                        

         (a) Not later than February 28 following the end of each calendar
year commencing with 2006, the Servicer, at its expense, shall cause a          
nationally recognized firm of independent certified public accountants to       
furnish to the Securities Administrator a report stating that (i) it has        
obtained a letter of representation regarding certain matters from the          
management of the Servicer which includes an assertion that the Servicer has    
complied with certain minimum residential mortgage loan servicing standards,    
identified in either the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America or the Audit Program 
for Mortgages serviced by FHLMC, with respect to the servicing of residential   
mortgage loans during the most recently completed fiscal year and (ii) on the   
basis of an examination conducted by such firm in accordance with standards     
established by the American Institute of Certified Public Accountants, such     
representation is fairly stated in all material respects, subject to such       
exceptions and other qualifications that may be appropriate. The Securities     
Administrator shall furnish a copy of such report to the Trustee, the Depositor 
and each Rating Agency immediately upon receipt. Copies of such statement shall 
be provided by the Trustee to any Certificateholder upon request, provided that 
such statement has been delivered by the Servicer to the Trustee.               

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

    Section 3.21 Access to Certain Documentation and Information
Regarding the Mortgage Loans.                                                   

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

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

           Section 3.22 Obligations of the Servicer in Respect of Compensating
Interest.                                                                       

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

          Section 3.23 Investment of Funds in the Collection Account and the
Distribution Account.                                                           

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

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

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

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

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

Section 3.24 Liability of Servicer; Indemnification.    

      (a) Subject to clause (b) below and Section 6.03, the Servicer
(except the Securities Administrator if it is required to succeed the Servicer  
hereunder) indemnifies and holds the Trustee, the Securities Administrator and  
the Depositor (and their respective officers, directors and Affiliates) and each
Certificateholder harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other  
costs, fees and expenses that the Trustee, the Securities Administrator, the    
Depositor and any Certificateholder may sustain in any way related to the       
failure of the Servicer to perform its duties and service the Mortgage Loans in 
compliance with the Servicing Standards. The Servicer shall immediately notify  
the Trustee, the Securities Administrator, the Depositor and each               
Certificateholder if a claim is made that may result in such claims, losses,    
penalties, fines, forfeitures, legal fees or related costs, judgments, or any   
other costs, fees and expenses, and the Servicer shall assume (with the consent 
of the Securities Administrator) the defense of any such claim and pay all      
expenses in connection therewith, including reasonable counsel fees, and        
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against the Servicer, the Trustee, the Securities Administrator, the Depositor  
and/or Certificateholder in respect of such claim. The provisions of this       
Section 3.24 shall survive the termination of this Agreement and the payment of 
the outstanding Certificates.                                                   

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

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

        Section 3.25 Reports of Foreclosure and Abandonment of Mortgaged
Properties.                                                                     

          On or before April 30 of each year beginning in 2006, the Servicer
shall file the reports of foreclosure and abandonment of any Mortgaged Property 
required by Section 6050J of the Code with the Internal Revenue Service and     
provide an Officer's Certificate certifying its compliance with this Section    
3.25 to the Trustee. The reports from the Servicer shall be in form and         
substance sufficient to meet the reporting requirements imposed by such Section 
6050J.                                                                          

        Section 3.26 Limitation of Liability of the Credit Risk Manager.

            Neither the Credit Risk Manager, nor any of the directors, officers,
employees or agents of the Credit Risk Manager, shall be under any liability to 
the Trustee, the Securities Administrator, the Certificateholders or the        
Depositor for any action taken or for refraining from the taking of any action  
in good faith pursuant to this Agreement, in reliance upon information provided 
by the Servicer under the Credit Risk Management Agreement or for errors in     
judgment; provided, however, that this provision shall not protect the Credit   
Risk Manager or any such person against liability that would otherwise be       
imposed by reason of willful malfeasance, bad faith or gross negligence in its  
performance of its duties or by reason of reckless disregard for its obligations
and duties under this Agreement or the applicable Credit Risk Management        
Agreement. The Credit Risk Manager and any director, officer, employee or agent 
of the Credit Risk Manager may rely in good faith on any document of any kind   
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder, and may rely in good faith upon the accuracy of information  
furnished by the Servicer pursuant to the applicable Credit Risk Management     
Agreement in the performance of its duties thereunder and hereunder.            

Section 3.27 No Personal Solicitation.                  

         From and after the Closing Date, the Servicer agrees that it will
not take any action or permit or cause any action to be taken by any of its     
agents and Affiliates, or by any independent contractors or independent mortgage
brokerage companies on the Servicer's behalf, to personally, by telephone, mail 
or electronic mail, solicit the Mortgagor under any Mortgage Loan for the       
purpose of refinancing such Mortgage Loan; provided, that the Servicer may      
solicit any Mortgagor for whom the Servicer has received a request for          
verification of mortgage, a request for demand for payoff, a mortgagor initiated
written or verbal communication indicating a desire to prepay the related       
Mortgage Loan, or the mortgagor initiates a title search; provided, further, it 
is understood and agreed that promotions undertaken by the Servicer or any of   
its Affiliates which (i) concern optional insurance products or other additional
products or (ii) are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists,         
newspaper, radio and television advertisements shall not constitute solicitation
under this Section, nor is the Servicer prohibited from responding to           
unsolicited requests or inquiries made by a Mortgagor or an agent of a          
Mortgagor. Furthermore, the Servicer shall be permitted to include in its       
monthly statements to borrowers or otherwise, statements regarding the          
availability of the Servicer's counseling services with respect to refinancing  
mortgage loans.                                                                 

Section 3.28 Periodic Filings.                          

          (a) The Securities Administrator and the Servicer shall reasonably
cooperate with the Depositor in connection with the Trust's satisfying the      
reporting requirements under the Securities Exchange Act of 1934, as amended.   
The Securities Administrator shall prepare on behalf of the Trust any Forms 8-K 
(other than the Form 8-K to which this Agreement is attached as a exhibit       
thereto) and 10-K customary for similar securities as required by the Exchange  
Act and the Rules and Regulations of the Commission thereunder, and the         
Securities Administrator shall file (via the Commission's Electronic Data       
Gathering and Retrieval System) such Forms on behalf of the Depositor. The      
Servicer shall be responsible for signing all 8-Ks (other than the Form 8-K to  
which this Agreement is attached as an exhibit thereto) and 10-Ks required to be
filed.                                                                          

        (b) The Securities Administrator shall file a Form 8-K within 15
days after each Distribution Date, including a Form 8-K with a copy of the      
statement to the Certificateholders for such Distribution Date as an exhibit    
thereto. Prior to March 30th of each year (or such earlier date as may be       
required by the Exchange Act and the Rules and Regulations of the Commission),  
the Securities Administrator shall file a Form 10-K, in substance as required by
applicable law or applicable Commission staff interpretations. Such Form 10-K   
shall include as exhibits the Servicer's annual statement of compliance         
described under Section 3.19 and the accountant's report described under Section
3.20, in each case to the extent they have been timely delivered to the         
Securities Administrator. The Securities Administrator shall have no liability  
with respect to any failure to properly prepare or file such periodic reports   
resulting from or relating to the Securities Administrator's inability or       
failure to obtain any information not resulting from its own negligence or      
willful misconduct. The Form 10-K and any amended Form 10-K shall also include a
certification of the Servicer in the form attached hereto as Exhibit O (the     
"Sarbanes Oxley Certification"), which shall be signed by the senior officer of 
the Servicer in charge of its servicing, and which the Servicer shall deliver to
the Securities Administrator prior to March 15th of each year in which a Form   
10-K is to be filed with respect to the Trust.                                  

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

(d) Upon any filing with the Commission, the Securities 
Administrator shall promptly deliver to the Depositor a copy of any such        
executed report, statement or information.                                      

          (e) If the Commission issues additional interpretative guidance or
promulgates additional rules or regulations, or if other changes in applicable  
law occur, which would require the reporting arrangements, or the allocation of 
responsibilities with respect thereto, described in this Section 3.28, to be    
conducted differently than as described, the Depositor, the Servicer and the    
Securities Administrator will reasonably cooperate to amend the provisions of   
this Section 3.28 in order to comply with such amended reporting requirements   
and such amendment of this Section 3.28. Any such amendment shall be made in    
accordance with Section 11.01 without the consent of the Certificateholders, and
may result in a change in the reports filed by the Securities Administrator on  
behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, none 
of the Depositor, the Servicer or the Securities Administrator shall be         
obligated to enter into any amendment pursuant to this Section 3.28 that        
adversely affects its obligations and immunities under this Agreement.          

          (f) Unless otherwise instructed by the Depositor, prior to January
30 of the first year in which the Securities Administrator is able to do so     
under applicable law, the Securities Administrator shall file a Form 15         
Suspension Notification with respect to the Trust. At any time after the filing 
of a Form 15 Suspension Notification, if the number of Certificateholders of    
record exceeds the number set forth in Section 15(d) of the Exchange Act or the 
regulations promulgated pursuant thereto which would cause the Trust to again   
become subject to the reporting requirements of the Exchange Act, the Securities
Administrator shall recommence preparing and filing reports on Form 8-K and 10-K
as required pursuant to this Section 3.28.                                      

ARTICLE IV

 FLOW OF FUNDS

Section 4.01 Interest Distributions.                    

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

            (i) to the Credit Risk Manager, the Credit Risk Manager Fee for such
Distribution Date;                                                  

(ii) concurrently, as follows:                          

                  (A) concurrently, from the Group I Interest Remittance Amount,
           to the Class AI-1A and Class AI-1B Certificates, pro rata (based on
  the Accrued Certificate Interest for each such Class), the
applicable Accrued Certificate Interest thereon for such
Distribution Date; and                                  

           (B) concurrently, from the Group II Interest Remittance
Amount, to the Class AII-1, Class AII-2 and Class AII-3 
         Certificates, pro rata (based on the Accrued Certificate Interest
         for each such Class), the applicable Accrued Certificate Interest
thereon for such Distribution Date;                     

(iii) concurrently, as follows:                         

                  (A) concurrently, from the Group I Interest Remittance Amount,
           to the Class AI-1A and Class AI-1B Certificates, pro rata (based on
   the Interest Carry Forward Amount for each such Class), the
 applicable Interest Carry Forward Amount thereon for such
Distribution Date; and                                  

           (B) concurrently, from the Group II Interest Remittance
Amount, to the Class AII-1, Class AII-2 and Class AII-3 
          Certificates, pro rata (based on the Interest Carry Forward Amount
          for each such Class), the applicable Interest Carry Forward Amount
thereon for such Distribution Date;                     

(iv) concurrently, as follows:                          

                 (A) from the Group I Interest Remittance Amount, to the Class
           AII-1, Class AII-2 and Class AII-3 Certificates, pro rata (based on
          the Accrued Certificate Interest for each such Class), any Accrued
            Certificate Interest for such Classes for such Distribution Date, to
     the extent not distributed pursuant to clause (ii) above; and

           (B) concurrently, from the Group II Interest Remittance
         Amount, to the Class AI-1A and Class AI-1B Certificates, pro rata
            (based on the Accrued Certificate Interest for each such Class), any
           Accrued Certificate Interest for such Classes for such Distribution
          Date, to the extent not distributed pursuant to clause (ii) above;
and                                                     

(v) concurrently, as follows:                           

                 (A) from the Group I Interest Remittance Amount, to the Class
           AII-1, Class AII-2 and Class AII-3 Certificates, pro rata (based on
            the Interest Carry Forward Amount for each such Class), any Interest
            Carry Forward Amount for such Classes for such Distribution Date, to
      the extent not distributed pursuant to clause (iii) above; and

           (B) concurrently, from the Group II Interest Remittance
         Amount, to the Class AI-1A and Class AI-1B Certificates, pro rata
         (based on the Interest Carry Forward Amount for each such Class),
   any Interest Carry Forward Amount for such Classes for such
           Distribution Date, to the extent not distributed pursuant to clause
(iii) above;                                            

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

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

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

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

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

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

    (xii) to the Class M-7 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

     (xiii) to the Class M-8 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

    (xiv) to the Class M-9 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

    (xv) to the Class M-10 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

     (xvi) to the Class M-11 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

      (xvii) to the Class M-12 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date; and                    

       (xviii) to the Class M-13 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date.                        

           Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts.                                                                        

         (a) On each Distribution Date, the Securities Administrator shall
make the following distributions in the following order of priority (based upon 
the Mortgage Loan information provided to it in the Remittance Report and the   
calculations required to be made by the Securities Administrator), to the extent
of the Principal Distribution Amount:                                           

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

first, concurrently, as follows:                        

           (i) the Group I Principal Distribution Amount, (a) with
       respect to each Distribution Date on which a Sequential Trigger
          Event is not in effect, concurrently, to the Class AI-1A and Class
  AI-1B Certificates, pro rata, and (b) with respect to each
           Distribution Date on which a Sequential Trigger Event is in effect,
          sequentially, to the Class AI-1A and Class AI-1B Certificates; and

             (ii) the Group II Principal Distribution Amount, (a) with
    respect to each Distribution Date prior to the Subordination
         Depletion Date, sequentially, to the Class AII-1, Class AII-2 and
          Class AII-3 Certificates and (b) with respect to each Distribution
           Date on or after the Subordination Depletion Date, concurrently, to
            the Class AII-1, Class AII-2 and Class AII-3 Certificates, pro rata;

second, concurrently, as follows:                       

                 (i) the Group I Principal Distribution Amount remaining after
            priority first (i) above, (a) with respect to each Distribution Date
       prior to the Subordination Depletion Date, sequentially, to the
          Class AII-1, Class AII-2 and Class AII-3 Certificates and (b) with
       respect to each Distribution Date on or after the Subordination
         Depletion Date, concurrently, to the Class AII-1, Class AII-2 and
Class AII-3 Certificates, pro rata; and                 

             (ii) the Group II Principal Distribution Amount remaining
 after priority first (ii) above, (a) with respect to each
       Distribution Date on which a Sequential Trigger Event is not in
effect, concurrently, to the Class AI-1A and Class AI-1B
         Certificates, pro rata, and (b) with respect to each Distribution
            Date on which a Sequential Trigger Event is in effect, sequentially,
to the Class AI-1A and Class AI-1B Certificates;        

          third, sequentially, to the Class M-1, Class M-2, Class M-3, Class
   M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10,
Class M-11, Class M-12 and Class M-13 Certificates; and             

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

               (ii) on or after the Stepdown Date and as long as a Trigger
Event is not in effect:                                 

first, concurrently, as follows:                        

                (i) from the Group I Principal Distribution Amount, (a) with
       respect to each Distribution Date on which a Sequential Trigger
          Event is not in effect, concurrently, to the Class AI-1A and Class
          AI-1B Certificates, pro rata, up to an amount equal to the Group I
        Senior Principal Distribution Amount and (b) with respect to any
           Distribution Date on which a Sequential Trigger Event is in effect,
           sequentially, to the Class AI-1A and Class AI-1B Certificates up to
            an amount equal to the Group I Senior Principal Distribution Amount;
and                                                     

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

second, concurrently, as follows:                       

                 (i) the Group I Principal Distribution Amount remaining after
       priority first (i) above, up to an amount equal to the Group II
          Senior Principal Distribution Amount not paid pursuant to priority
          first (ii) above, (a) with respect to each Distribution Date prior
       to the Subordination Depletion Date, sequentially, to the Class
     AII-1, Class AII-2 and Class AII-3 Certificates, and (b) with
       respect to each Distribution Date on or after the Subordination
         Depletion Date, concurrently, to the Class AII-1, Class AII-2 and
Class AII-3 Certificates, pro rata; and                 

             (ii) the Group II Principal Distribution Amount remaining
           after priority first (ii) above, up to an amount equal to the Group
            I Senior Principal Distribution Amount not paid pursuant to priority
            first (i) above, (a) with respect to each Distribution Date on which
         a Sequential Trigger Event is not in effect, concurrently, to the
        Class AI-1A and Class AI-1B Certificates, pro rata, and (b) with
            respect to any Distribution Date on which a Sequential Trigger Event
      is in effect, sequentially, to the Class AI-1A and Class AI-1B
Certificates;                                           

           third, to the Class M-1 Certificates, up to the Class M-1 Principal
Distribution Amount;                                                

            fourth, to the Class M-2 Certificates, up to the Class M-2 Principal
Distribution Amount;                                                

           fifth, to the Class M-3 Certificates, up to the Class M-3 Principal
Distribution Amount;                                                

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

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

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

           ninth, to the Class M-7 Certificates, up to the Class M-7 Principal
Distribution Amount;                                                

           tenth, to the Class M-8 Certificates, up to the Class M-8 Principal
Distribution Amount;                                                

    eleventh, to the Class M-9 Certificates, up to the Class M-9
Principal Distribution Amount;                                      

     twelfth, to the Class M-10 Certificates, up to the Class M-10
Principal Distribution Amount;                                      

        thirteenth, to the Class M-11 Certificates, up to the Class M-11
Principal Distribution Amount;                                      

        fourteenth, to the Class M-12 Certificates, up to the Class M-12
Principal Distribution Amount;                                      

       fifteenth, to the Class M-13 Certificates, up to the Class M-13
Principal Distribution Amount; and                                  

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

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

        (i) to the Class A Certificates, pro rata, any remaining Accrued
Certificate Interest for such Distribution Date;                    

      (ii) to the Class A Certificates, pro rata, any Interest Carry
Forward Amounts for such Classes for such Distribution Date;        

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (xxi) to the Class M-7 Certificates, any remaining unpaid Accrued
Certificate Interest for such Distribution Date;                    

          (xxii) to the Class M-7 Certificates, any remaining Interest Carry
Forward Amount for such Distribution Date;                          

          (xxiii) to the Class M-7 Certificates, any Class M-7 Realized Loss
Amortization Amount for such Distribution Date;                     

          (xxiv) to the Class M-8 Certificates, any remaining unpaid Accrued
Certificate Interest for such Distribution Date;                    

         (xxv) to the Class M-8 Certificates, any remaining Interest Carry
Forward Amount for such Distribution Date;                          

         (xxvi) to the Class M-8 Certificates, any Class M-8 Realized Loss
Amortization Amount for such Distribution Date;                     

           (xxvii) to the Class M-9 Certificates, any remaining unpaid Accrued
Certificate Interest for such Distribution Date;                    

            (xxviii) to the Class M-9 Certificates, any remaining Interest Carry
Forward Amount for such Distribution Date;                          

         (xxix) to the Class M-9 Certificates, any Class M-9 Realized Loss
Amortization Amount for such Distribution Date;                     

          (xxx) to the Class M-10 Certificates, any remaining unpaid Accrued
Certificate Interest for such Distribution Date;                    

           (xxxi) to the Class M-10 Certificates, any remaining Interest Carry
Forward Amount for such Distribution Date;                          

            (xxxii) to the Class M-10 Certificates, any Class M-10 Realized Loss
Amortization Amount for such Distribution Date;                     

     (xxxiii) to the Class M-11 Certificates, any remaining unpaid
Accrued Certificate Interest for such Distribution Date;            

            (xxxiv) to the Class M-11 Certificates, any remaining Interest Carry
Forward Amount for such Distribution Date;                          

           (xxxv) to the Class M-11 Certificates, any Class M-11 Realized Loss
Amortization Amount for such Distribution Date;                     

            (xxxvi) to the Class M-12 Certificates, any remaining unpaid Accrued
Certificate Interest for such Distribution Date;                    

       (xxxvii) to the Class M-12 Certificates, any remaining Interest
Carry Forward Amount for such Distribution Date;                    

         (xxxviii) to the Class M-12 Certificates, any Class M-12 Realized
Loss Amortization Amount for such Distribution Date;                

            (xxxix) to the Class M-13 Certificates, any remaining unpaid Accrued
Certificate Interest for such Distribution Date;                    

         (xl) to the Class M-13 Certificates, any remaining Interest Carry
Forward Amount for such Distribution Date;                          

          (xli) to the Class M-13 Certificates, any Class M-13 Realized Loss
Amortization Amount for such Distribution Date;                     

(xlii) sequentially, as follows:                        

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

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

            (c) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
    Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class
      M-11, Class M-12 and Class M-13 Certificates, any Cap Carryover Amount for
    such Class, after giving effect to any amounts received from the Reserve
Account pursuant to Section 3.04(g); and                            

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

           On each Distribution Date, there shall be distributed to the Holder
of the Class R Certificate in respect of the Class R-1 Interest, any remaining  
amount in the Distribution Account on such date after the application pursuant  
to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xliii).                               

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

       (d) Any amounts distributed to the Certificates (other than the
Class CE, Class P and Class R Certificates) in respect of interest pursuant to  
Section 4.02(b)(xlii) that constitute Cap Carryover Amounts shall be deemed     
distributed (i) in the case of any Class of Class M Certificates, to the extent 
the source of such funds is a Yield Maintenance Agreement Payment or a          
distribution from the Reserve Account, from the Grantor Trust and (ii)          
otherwise, as first, a distribution by REMIC 2 in respect of the Class CE       
Uncertificated Interest, and then by REMIC A as a distribution to the Class CE  
Certificates and then, a distribution to the applicable Certificates from the   
Grantor Trust, in either case, as payments on notional principal contracts in   
the nature of cap contracts. Any remaining amount with respect to the Class CE  
Certificates or any remaining Yield Maintenance Agreement Payments shall be     
treated as having been distributed to the Holders of the Class CE Certificates  
from the Grantor Trust.                                                         

          (e) On each Distribution Date, Unpaid Realized Loss Amounts on the
Class M Certificates will be reduced by the amount of any Subsequent Recoveries 
received during the related Prepayment Period in the same order as Realized Loss
Amortization Amounts are paid to the Class M Certificates pursuant to Section   
4.02(b) above.                                                                  

        (f) On each Distribution Date, prior to any distributions of the
Monthly Excess Cashflow Amount pursuant to Section 4.02(b), any Monthly Excess  
Interest Amount shall be distributed, to the extent available, in the following 
order of priority on such Distribution Date: (i) concurrently, based on each    
Class' Interest Percentage of the Current Interest Shortfall for such           
Distribution Date, to the Class A Certificates, pro rata, and (ii) sequentially,
up to each Class' Interest Percentage of the Current Interest Shortfall for such
Distribution Date, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12  
and Class M-13 Certificates.                                                    

Section 4.03 Allocation of Losses.                      

   Realized Losses shall be allocated, through the priority of
distributions in Section 4.02, first against the Monthly Excess Interest Amount 
and then against the Overcollateralization Amount until such amount has been    
reduced to zero. If, after giving effect to the distribution of the Principal   
Distribution Amount on any Distribution Date the aggregate Principal Balance of 
the Certificates (other than the Class CE, Class P, Class R and Class R-X       
Certificates) exceeds the Pool Balance as of the end of the related Collection  
Period, the resulting Applied Realized Loss Amount will be allocated against the
Class M-13, Class M-12, Class M-11, Class M-10, Class M-9, Class M-8, Class M-7,
Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1             
Certificates, in that order and until the respective Principal Balances thereof 
are reduced to zero.                                                            

Section 4.04 Method of Distribution.                    

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

Section 4.05 Distributions on Book-Entry Certificates.  

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

Section 4.06 Statements.                                

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

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

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

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

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

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

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

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

            (viii) the number and aggregate unpaid principal balance of Mortgage
      Loans (a) 30 to 59 days past due on a contractual basis, (b) 60 to 89 days
past due on a contractual basis, (c) 90 or more days past due on a  
contractual basis, (d) as to which foreclosure proceedings have been
   commenced and (e) in bankruptcy as of the close of business on the last
day of the calendar month preceding such Distribution Date;         

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

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

           (xi) separately stated for each Loan Group, the aggregate amount of
Principal Prepayments made during the related Prepayment Period;    

            (xii) separately stated for each Loan Group, the aggregate amount of
 Realized Losses incurred during the related Collection Period and the
cumulative amount of Realized Losses;                               

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

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

           (xv) the aggregate amount of any Prepayment Interest Shortfalls and
      of any Compensating Interest for such Distribution Date, to the extent not
covered by payments by the Servicer pursuant to Section 3.23;       

         (xvi) the Interest Percentage for each Class of Certificates, the
amount of any Current Interest Shortfall and the amount of the      
distribution made to each Class of Certificates pursuant to Section 
4.02(e) for such Distribution Date;                                 

         (xvii) the Cap Carryover Amounts distributed on such Distribution
    Date, the amounts remaining after giving effect to distributions thereof
 on such Distribution Date and the amount of all Cap Carryover Amounts
      covered by withdrawals from the Reserve Account on such Distribution Date;

           (xviii) any Overcollateralization Deficiency after giving effect to
the distribution of principal on such Distribution Date;            

         (xix) whether a Trigger Event has occurred and is continuing, and
the cumulative Realized Losses, as a percentage of the original Pool
Balance;                                                            

(xx) the Available Funds;                               

           (xxi) the Pass-Through Rate for each Class of Certificates for such
Distribution Date;                                                  

           (xxii) the information contained in the Liquidation Report for such
Distribution Date;                                                  

           (xxiii) the aggregate Principal Balance of Mortgage Loans purchased
     by the Servicer or the Depositor during the related Prepayment Period and
indicating the section of this Agreement requiring or allowing the  
purchase of each such Mortgage Loan;                                

    (xxiv) the aggregate Principal Balance of the Mortgage Loans
repurchased by the Depositor during the related Prepayment Period in
connection with Section 3.16;                                       

(xxv) the amount of the Credit Risk Manager Fee paid;   

         (xxvi) the Mortgage Loan identifying number of each Mortgage Loan
    with a Prepayment Penalty that was the subject of a Principal Prepayment
in full during the related Collection Period, the Prepayment Penalty
      listed on each related Mortgage Note and the Prepayment Penalty collected,
 and the Servicer Prepayment Penalty Payment Amount and the Originator
     Prepayment Penalty Payment Amount paid with respect to each such Mortgage
Loan;                                                               

          (xxvii) the amount of any Yield Maintenance Agreement Payments for
such Distribution Date; and                                         

        (xxviii) the amount of Subsequent Recoveries received during the
related Prepayment Period.                                          

         Assistance in using the Securities Administrator's website can be
obtained by calling the Securities Administrator's customer service desk at     
(301) 815-6600. The Securities Administrator shall provide such information to  
parties that are unable to use the above distribution option by mailing to them 
via first class mail a paper copy of the Distribution Date Statement, upon      
request of any such party made by calling the customer service desk and         
indicating such. The Securities Administrator shall have the right to change the
way such reports are distributed in order to make such distribution more        
convenient and/or more accessible to the parties, and the Securities            
Administrator shall provide timely and adequate notification to all parties     
regarding any such change.                                                      

          The Securities Administrator may fully rely upon and shall have no
liability with respect to information with respect to the Mortgage Loans        
provided by the Servicer.                                                       

        In the case of information furnished pursuant to subclauses (i),
(ii) and (xiii) above, the amounts shall be expressed in a separate section of  
the report as a dollar amount for each Class for each $1,000 original dollar    
amount as of the Closing Date.                                                  

    (b) Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall furnish to each Person who at 
any time during the calendar year was a Certificateholder of a Regular          
Certificate, if requested in writing by such Person, such information as is     
reasonably necessary to provide to such Person a statement containing the       
information set forth in subclauses (i), (ii), (xiv) and (xvii) above,          
aggregated for such calendar year or applicable portion thereof during which    
such Person was a Certificateholder. Such obligation of the Securities          
Administrator shall be deemed to have been satisfied to the extent that         
substantially comparable information shall be prepared and furnished by the     
Securities Administrator to Certificateholders pursuant to any requirements of  
the Code as are in force from time to time.                                     

         (c) On each Distribution Date, the Securities Administrator shall
forward to the Residual Certificateholders a copy of the reports forwarded to   
the holder of any Regular Certificate in respect of such Distribution Date with 
such other information as the Securities Administrator deems necessary or       
appropriate. Such obligation of the Securities Administrator shall be deemed to 
have been satisfied to the extent that substantially comparable information     
shall be prepared and furnished to Residual Certificateholders by the Securities
Administrator pursuant to any requirements of the Code as from time to time in  
force.                                                                          

Section 4.07 Remittance Reports; Advances.              

    (a) On the 15th calendar day of each month, or the following
Business Day if such 15th calendar day is not a Business Day, the Servicer shall
deliver to the Securities Administrator by telecopy (or by such other means as  
the Servicer and the Securities Administrator may agree from time to time) a    
Remittance Report with respect to the related Distribution Date. On the same    
date, the Servicer shall electronically forward to the Securities Administrator 
in such medium as may be agreed between the Servicer and the Securities         
Administrator the information set forth in such Remittance Report with respect  
to the related Distribution Date and such information reasonably available to   
the Servicer necessary in order for the Securities Administrator to perform the 
calculations necessary to make the distributions and allocations contemplated by
Section 4.01, 4.02 and 4.03 and to prepare the Distribution Date Statement. The 
Securities Administrator shall not be responsible to recompute, recalculate or  
verify any information provided to it by the Servicer.                          

     (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the sum of (i) the   
aggregate amount of Monthly Payments (net of the related Servicing Fee), due    
during the related Collection Period in respect of the Mortgage Loans, which    
Monthly Payments were delinquent on a contractual basis as of the close of      
business on the related Determination Date and (ii) with respect to each REO    
Property, which REO Property was acquired during or prior to the related        
Collection Period and as to which REO Property an REO Disposition did not occur 
during the related Collection Period, an amount equal to the excess, if any, of 
the REO Imputed Interest on such REO Property for such Collection Period, over  
the net income from such REO Property transferred to the Distribution Account   
pursuant to Section 3.13 for distribution on such Distribution Date. For        
purposes of the preceding sentence, the Monthly Payment on each Balloon Loan    
with a delinquent Balloon Payment is equal to the assumed monthly payment that  
would have been due on the related Due Date based on the original principal     
amortization schedule for such Balloon Loan.                                    

            On or before 1:00 p.m. New York City time on the Servicer Remittance
Date, the Servicer shall remit in immediately available funds to the Securities 
Administrator for deposit in the Distribution Account an amount equal to the    
aggregate amount of Advances, if any, to be made in respect of the Mortgage     
Loans for the related Distribution Date either (i) from its own funds or (ii)   
from the Collection Account, to the extent of funds held therein for future     
distribution (in which case it will cause to be made an appropriate entry in the
records of the Collection Account that amounts held for future distribution have
been, as permitted by this Section 4.07, used by the Servicer in discharge of   
any such Advance) or (iii) in the form of any combination of (i) and (ii)       
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans. Any amounts held for future distribution and so used     
shall be appropriately reflected in the Servicer's records and replaced by the  
Servicer by deposit in the Collection Account on or before any future Servicer  
Remittance Date to the extent that the Available Funds for the related          
Distribution Date (determined without regard to Advances to be made on the      
Servicer Remittance Date) shall be less than the total amount that would be     
distributed to the Classes of Certificateholders pursuant to Section 4.01 and   
4.02 on such Distribution Date if such amounts held for future distributions had
not been so used to make Advances. The Securities Administrator will provide    
notice to the Servicer by telecopy by 4:00 p.m. New York City time on any       
Servicer Remittance Date in the event that (i) the Servicer fails to remit the  
Advances required to be made by the Servicer for the related Distribution Date  
or (ii) the amount remitted by the Servicer to the Securities Administrator on  
such date is less than the Advances required to be made by the Servicer for the 
related Distribution Date, as set forth in the related Remittance Report.       

   (c) The obligation of the Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to 
(d) below, and, with respect to any Mortgage Loan, shall continue until the     
earlier of such time as the Trust acquires title to the related Mortgaged       
Property or such Mortgage Loan is paid in full by the Mortgagor or disposed of  
by the Trust, or until the recovery of all Liquidation Proceeds thereon.        

          (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance would, if made, constitute a Nonrecoverable Advance. The determination  
by the Servicer that it has made a Nonrecoverable Advance or that any proposed  
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced 
by an Officers' Certificate of the Servicer delivered to the Securities         
Administrator.                                                                  

         (e) In the event that the Servicer fails to remit any Advances as
required pursuant to this Section 4.07, the Securities Administrator shall      
notify the Trustee by 4:00 p.m. on the Servicer Remittance Date identifying for 
each Advance the related Mortgage Loan and the amount of the Advance. On or     
before 11:00 a.m. New York City time on the Distribution Date immediately       
following the Servicer Remittance Date, the Trustee shall remit in immediately  
available funds to the Securities Administrator such Advances that the Servicer 
was required but failed to make for the related Distribution Date; provided that
the Trustee may conclusively rely upon any determination by the Servicer that an
Advance if made would be a Nonrecoverable Advance; provided, further, that the  
Trustee is not obligated to make any Advance that the Trustee, in its good faith
business judgment, determines would constitute a Nonrecoverable Advance, such   
determination to be evidenced by an Officer's Certificate of the Trustee        
delivered to the Securities Administrator. So long as the Trustee has not       
terminated all of the rights and obligations of the Servicer pursuant to Section
7.01(b) as a result of a Servicer Event of Termination pursuant to              
7.01(a)(i)(A), the Servicer shall pay to the Trustee an amount equal to the     
Advance made by the Trustee plus interest at an annual rate equal to Prime Rate,
adjusted as of the date of each change, plus two percentage points, but in no   
event greater than the maximum amount permitted by applicable law, on any       
Advances made by the Trustee. Such interest shall be solely an obligation of the
Servicer and shall not be payable or reimbursable from any assets of the Trust  
Fund.                                                                           

Section 4.08 REMIC Distributions.                       

         (a) On each Distribution Date, the Securities Administrator shall
cause in the following order of priority, the following amounts to be           
distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or
withdrawn from the Distribution Account and distributed to the Holders of the   
Class R Certificates (in respect of the Class R-1 Interest), as the case may be:

         (i) to Holders of REMIC 1 Regular Interest LT1AA, REMIC 1 Regular
Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular 
Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular 
      Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest
  LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4,
   REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1
   Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular
     Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest
    LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest LT1M13
   and REMIC 1 Regular Interest LT1ZZ, pro rata, in an amount equal to (a)
    the Uncertificated Accrued Interest for such Distribution Date, plus (b)
      any amounts in respect thereof remaining unpaid from previous Distribution
   Dates. Amounts payable as Uncertificated Accrued Interest in respect of
 REMIC 1 Regular Interest LT1ZZ shall be reduced and deferred when the
REMIC 1 Overcollateralized Amount is less than the REMIC 1          
   Overcollateralization Target Amount, by the lesser of (x) the amount of
     such difference and (y) the Maximum LT1ZZ Uncertificated Accrued Interest
     Deferral Amount and such amount will be payable to the Holders of REMIC 1
Regular Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 
Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1 
     Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular
    Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
  LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6,
   REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1
    Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular
Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular
Interest LT1M13 in the same proportion as the Overcollateralization 
Deficiency is allocated to the Corresponding Certificates;          

           (ii) to Holders of REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular
      Interest LT1GRP, REMIC 1 Regular Interest LT2SUB, REMIC 1 Regular Interest
      LT2GRP and REMIC 1 Regular Interest LT1XX, pro rata, in an amount equal to
    (A) the Uncertificated Accrued Interest for such Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from previous   
Distribution Dates;                                                 

       (iii) to the Holders of REMIC 1 Regular Interests, in an amount
 equal to the remainder of the REMIC 1 Marker Allocation Percentage of
   Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above, allocated as follows:                 

                     (1) to REMIC 1 Regular Interest LT1AA, 98.00% of such
                 remainder, until the Uncertificated Principal Balance of such
               Uncertificated REMIC 1 Regular Interest is reduced to zero;

                        (2) to REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular
               Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1
               Regular Interest LT1AII2, REMIC 1 Regular Interest LT1AII3,
            REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest
          LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular
           Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1
                 Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC
             1 Regular Interest LT1M8, REMIC 1 Regular Interest LT1M9,
             REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest
               LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular
         Interest LT1M13, 1.00% of such remainder, in the same
         proportion as principal payments are allocated to the
                  Corresponding Certificates, until the Uncertificated Principal
             Balances of such REMIC 1 Regular Interests are reduced to
zero; then                                  

                    (3) to REMIC 1 Regular Interest LT1ZZ, 1.00% of such
                 remainder, until the Uncertificated Principal Balance of such
REMIC 1 Regular Interest is reduced to zero;

          provided, however, that (i) 98.00% and (ii) 2.00% of any principal
payments that are attributable to an Aggregate Overcollateralization Release    
Amount shall be allocated to (i) REMIC 1 Regular Interest LT1AA and (ii) REMIC 1
Regular Interest LT1ZZ, respectively; and                                       

            (iv) to the Holders of REMIC 1 Regular Interests, in an amount equal
    to the REMIC 1 Sub WAC Allocation Percentage of Available Funds for such
 Distribution Date after the distributions made pursuant to clause (i)
     above, such that distributions of principal shall be deemed to be made to
 the REMIC 1 Regular Interests first, so as to keep the Uncertificated
Principal Balance of each REMIC 1 Regular Interest ending with the  
      designation "GRP" equal to 0.01% of the aggregate Principal Balance of the
  Mortgage Loans in the related group of Mortgage Loans; second, to each
   REMIC 1 Regular Interest ending with the designation "SUB," so that the
     Uncertificated Principal Balance of each such REMIC 1 Regular Interest is
      equal to 0.01% of the excess of (x) the aggregate Principal Balance of the
Mortgage Loans in the related group of Mortgage Loans over (y) the  
  aggregate current Principal Balance of the Class A Certificates in the
related group of Mortgage Loans (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 such REMIC 1 Regular Interests such
      that the REMIC 1 Subordinated Balance Ratio is maintained); and third, any
remaining principal to REMIC 1 Regular Interest LT1XX.              

  (b) The Securities Administrator shall cause the following
allocation of losses:                                                           

            (i) The REMIC 1 Marker Allocation Percentage of the aggregate amount
   of any Prepayment Interest Shortfalls and the REMIC 1 Marker Allocation
    Percentage of the aggregate amount of any Relief Act Interest Shortfalls
     incurred in respect of the Mortgage Loans for any Distribution Date shall
     be allocated first, to Uncertificated Accrued Interest payable to REMIC 1
Regular Interest LT1AA and REMIC 1 Regular Interest LT1ZZ up to an  
      aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98%
      and 2%, respectively, and thereafter among REMIC 1 Regular Interest LT1AA,
     REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC
 1 Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1
     Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular
    Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
  LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6,
   REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1
    Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular
Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular
     Interest LT1M13 and REMIC 1 Regular Interest LT1ZZ pro rata based on, and
    to the extent of, one month's interest at the then applicable respective
     Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 1 Regular Interest;            

       (ii) The REMIC 1 Sub WAC Allocation Percentage of the aggregate
amount of any Prepayment Interest Shortfalls and the REMIC 1 Sub WAC
    Allocation Percentage of the aggregate amount of any Relief Act Interest
     Shortfalls incurred in respect of the Mortgage Loans for any Distribution
 Date shall be allocated to Uncertificated Accrued Interest payable to
     REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular Interest LT1GRP, REMIC 1
Regular Interest LT2SUB, REMIC 1 Regular Interest LT2GRP and REMIC 1
Regular Interest LT1XX, pro rata based on, and to the extent of, one
     month's interest at the then applicable respective Uncertificated REMIC 1
   Pass-Through Rate on the respective Uncertificated Principal Balance of
each such REMIC 1 Regular Interest;                                 

      (iii) The REMIC 1 Marker Allocation Percentage of all Realized
Losses on the Mortgage Loans shall be allocated by the Securities   
    Administrator on each Distribution Date to the following REMIC 1 Regular
Interests in the specified percentages, as follows: first, to       
     Uncertificated Accrued Interest payable to REMIC 1 Regular Interest LT1AA
     and REMIC 1 Regular Interest LT1ZZ up to an aggregate amount equal to the
      REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively; second,
      to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA
     and REMIC 1 Regular Interest LT1ZZ up to an aggregate amount equal to the
      REMIC 1 Principal Loss Allocation Amount, 98% and 2%, respectively; third,
to the Uncertificated Principal Balances of REMIC 1 Regular Interest
      LT1AA, REMIC 1 Regular Interest LT1M13 and REMIC 1 Regular Interest LT1ZZ,
    98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
   of REMIC 1 Regular Interest LT1M13 has been reduced to zero; fourth, to
    the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA,
    REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular Interest LT1ZZ, 98%,
  1% and 1%, respectively, until the Uncertificated Principal Balance of
   REMIC 1 Regular Interest LT1M12 has been reduced to zero; fifth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
     1 Regular Interest LT1M11 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M11 has been reduced to zero; sixth, to the     
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
     1 Regular Interest LT1M10 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M10 has been reduced to zero; seventh, to the   
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M9 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M9 has been reduced to zero; eighth, to the     
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M8 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
    1%, respectively, until the Uncertificated Principal Balances of REMIC 1
Regular Interest LT1M8 has been reduced to zero; ninth, to the      
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M7 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M7 has been reduced to zero; tenth, to the      
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M6 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M6 has been reduced to zero; eleventh, to the   
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M5 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M5 has been reduced to zero; twelfth, to the    
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M4 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M4 has been reduced to zero; thirteenth to the  
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M3 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M3 has been reduced to zero; fourteenth, to the 
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M2 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
   1%, respectively, until the Uncertificated Principal Balance of REMIC 1
  Regular Interest LT1M2 has been reduced to zero; and fifteenth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
    1 Regular Interest LT1M1 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
    1%, respectively, until the Uncertificated Principal Balances of REMIC 1
Regular Interest LT1M1 has been reduced to zero; and                

      (iv) The REMIC 1 Sub WAC Allocation Percentage of all Realized
  Losses shall be applied after all distributions have been made on each
Distribution Date first, so as to keep the Uncertificated Principal 
      Balance of each REMIC 1 Regular Interest ending with the designation "GRP"
    equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage
     Loans in the related Loan Group; second, to each REMIC 1 Regular Interest
   ending with the designation "SUB," so that the Uncertificated Principal
  Balance of each such REMIC 1 Regular Interest is equal to 0.01% of the
      excess of (x) the aggregate Principal Balance of the Mortgage Loans in the
   related Loan Group over (y) the aggregate current Principal Balances of
   the Class A Certificates in the related group of Mortgage Loans (except
that if any such excess is a larger number than in the preceding    
     distribution period, the least amount of Realized Losses shall be applied
to such REMIC 1 Regular Interests such that the REMIC 1 Subordinated
  Balance Ratio is maintained); and third, any remaining Realized Losses
shall be allocated to REMIC 1 Regular Interest LT1XX.               

          (c) With respect to REMIC 1, any increase in principal balance due
to a Subsequent Recovery shall be allocated as follows: 50% to REMIC 1 Regular  
Interest LT1XX; 49% to REMIC 1 Regular Interest LT1AA; 0.5% to REMIC 1 Regular  
Interest LT1ZZ; and 0.5% to each REMIC 1 Regular Interest that is a             
Corresponding Class to any REMIC 2 Regular Interest that was increased as a     
result of such Subsequent Recovery (provided, that if more than one REMIC 2     
Regular Interest is so increased, such amount shall be allocated to the REMIC 1 
Regular Interests that are Corresponding Classes in the same proportion as the  
increase is allocated to the applicable REMIC 2 Regular Interests).             

          (d) Notwithstanding anything to the contrary contained herein, the
above distributions in this Section 4.08 (other than on the Certificates) are   
deemed distributions, and distributions of funds from the Distribution Account  
shall be made only in accordance with Sections 4.01 and 4.02 hereof.            

 ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates.                          

       Each of the Class AI-1A, Class AI-1B, Class AII-1, Class AII-2,
Class AII-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,  
Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13,
Class CE, Class P and Class R Certificates shall be substantially in the forms  
annexed hereto as exhibits, and shall, on original issue, be executed by the    
Securities Administrator and authenticated and delivered by the Certificate     
Registrar to or upon the receipt of a Written Order to Authenticate from the    
Depositor concurrently with the sale and assignment to the Trustee of the Trust 
Fund. Each Class of the Class A and Class M Certificates (other than the Class  
M-12 and Class M-13 Certificates) shall be initially evidenced by one or more   
Certificates representing a Percentage Interest with a minimum dollar           
denomination of $100,000 and integral multiples of $1 in excess thereof. Each of
the Class M-12 and Class M-13 Certificates shall be initially evidenced by one  
or more Certificates representing a Percentage Interest with a minimum dollar   
denomination of $250,000 and integral multiples of $1 in excess thereof. The    
Class CE and Class P Certificates are issuable only in minimum Percentage       
Interests of 10%. The Class R and Class R-X Certificates are issuable only as   
single certificates.                                                            

           The Certificates shall be executed on behalf of the Trust by manual
or facsimile signature on behalf of the Securities Administrator by a           
Responsible Officer. Certificates bearing the manual or facsimile signatures of 
individuals who were, at the time when such signatures were affixed, authorized 
to sign on behalf of the Securities Administrator shall bind the Trust,         
notwithstanding that such individuals or any of them have ceased to be so       
authorized prior to the authentication and delivery of such Certificates or did 
not hold such offices at the date of such Certificate. No Certificate shall be  
entitled to any benefit under this Agreement or be valid for any purpose, unless
such Certificate shall have been manually authenticated by the Certificate      
Registrar substantially in the form provided for herein, and such authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that  
such Certificate has been duly authenticated and delivered hereunder. All       
Certificates shall be dated the date of their authentication. Subject to Section
5.02(c), the Certificates (other than the Class CE, Class P, Class R and Class  
R-X Certificates) shall be Book-Entry Certificates. The Class CE, Class P, Class
R and Class R-X Certificates shall not be Book-Entry Certificates but shall be  
issued in fully registered certificate form.                                    

           Section 5.02 Registration of Transfer and Exchange of Certificates.

   (a) The Certificate Registrar shall cause to be kept at the
Corporate Trust Office of the Securities Administrator a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the          
Certificate Registrar shall provide for the registration of Certificates and of 
transfers and exchanges of Certificates as herein provided. The Securities      
Administrator shall initially serve as Certificate Registrar for the purpose of 
registering Certificates and transfers and exchanges of Certificates as herein  
provided. The Securities Administrator as Certificate Registrar shall be subject
to the same standards of care, limitations on liability and rights to indemnity 
as the Securities Administrator, and the provisions of Sections 8.01, 8.02,     
8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall apply to the Certificate Registrar  
to the same extent as they apply to the Securities Administrator. Any           
Certificate Registrar appointed in accordance with this Section 5.02(a) may at  
any time resign by giving at least 30 days' advance written notice of           
resignation to the Securities Administrator, the Trustee, the Servicer and the  
Depositor, such resignation to become effective upon appointment of a successor 
Certificate Registrar.                                                          

         Upon surrender for registration of transfer of any Certificate at
any office or agency of the Certificate Registrar maintained for such purpose   
pursuant to the foregoing paragraph and, in the case of the Class R and Class   
R-X Certificates, upon satisfaction of the conditions set forth below, the      
Securities Administrator on behalf of the Trust shall execute and the           
Certificate Registrar shall authenticate and deliver, in the name of the        
designated transferee or transferees, one or more new Certificates of the same  
aggregate Percentage Interest.                                                  

    At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same       
aggregate Percentage Interests, upon surrender of the Certificates to be        
exchanged at any such office or agency. Whenever any Certificates are so        
surrendered for exchange, the Securities Administrator shall execute on behalf  
of the Trust and the Certificate Registrar shall authenticate and deliver the   
Certificates which the Certificateholder making the exchange is entitled to     
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Securities Administrator or the        
Certificate Registrar) be duly endorsed by, or be accompanied by a written      
instrument of transfer satisfactory to the Securities Administrator and the     
Certificate Registrar duly executed by, the Holder thereof or his attorney duly 
authorized in writing.                                                          

        (b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to  
the Depository by, or on behalf of, the Depositor; or to, and deposited with the
Certificate Custodian, on behalf of the Depository, if directed to do so        
pursuant to instructions from the Depository. Except as provided in paragraph   
(c) below, the Book-Entry Certificates shall at all times remain registered in  
the name of the Depository or its nominee and at all times: (i) registration of 
such Certificates may not be transferred by the Securities Administrator except 
to another Depository; (ii) the Depository shall maintain book-entry records    
with respect to the Certificate Owners and with respect to ownership and        
transfers of such Certificates; (iii) ownership and transfers of registration of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual  
and customary fees, charges and expenses from its Depository Participants; (v)  
the Securities Administrator shall for all purposes deal with the Depository as 
representative of the Certificate Owners of the Certificates for purposes of    
exercising the rights of Holders under this Agreement, and requests and         
directions for and votes of such representative shall not be deemed to be       
inconsistent if they are made with respect to different Certificate Owners; (vi)
the Securities Administrator may rely and shall be fully protected in relying   
upon information furnished by the Depository with respect to its Depository     
Participants and furnished by the Depository Participants with respect to       
indirect participating firms and Persons shown on the books of such indirect    
participating firms as direct or indirect Certificate Owners; and (vii) the     
direct participants of the Depository shall have no rights under this Agreement 
under or with respect to any of the Certificates held on their behalf by the    
Depository, and the Depository may be treated by the Securities Administrator   
and its agents, employees, officers and directors as the absolute owner of the  
Certificates for all purposes whatsoever.                                       

            All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository         
Participant or brokerage firm representing such Certificate Owners. Each        
Depository Participant shall only transfer Book Entry Certificates of           
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto 
are hereby authorized to execute one or more Letter of Representations with the 
Depository or take such other action as may be necessary or desirable to        
register a Book-Entry Certificate to the Depository. In the event of any        
conflict between the terms of any such Letter of Representation and this        
Agreement, the terms of this Agreement shall control.                           

     (c) If the Depository advises the Securities Administrator in
writing that the Depository is no longer willing or able to discharge properly  
its responsibilities as Depository and the Securities Administrator or the      
Depositor is unable to locate a qualified successor and upon surrender to the   
Certificate Registrar of the Book-Entry Certificates by the Depository,         
accompanied by registration instructions from the Depository for registration,  
the Securities Administrator shall, at the Trust's expense, execute on behalf of
the Trust and the Certificate Registrar shall authenticate definitive, fully    
registered certificates (the "Definitive Certificates"). None of the Depositor  
or the Securities Administrator shall be liable for any delay in delivery of    
such instructions and may conclusively rely on, and shall be protected in       
relying on, such instructions. Upon the issuance of Definitive Certificates, the
Securities Administrator, the Certificate Registrar, the Servicer, the          
Securities Administrator, any Paying Agent and the Depositor shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.         

         (d) Except with respect to a transfer of the Private Certificates
between or among the Depositor, the Seller, their affiliates or both, no        
transfer, sale, pledge or other disposition of any Private Certificate shall be 
made unless such disposition is exempt from the registration requirements of the
1933 Act, and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer, (i) solely in the case
of the Class CE, Class P, Class R and Class R-X Certificates, unless such       
transfer is made in reliance upon Rule 144A (as evidenced by the investment     
letter delivered to the Certificate Registrar, in substantially the form        
attached hereto as Exhibit J-2) under the 1933 Act, the Certificate Registrar   
and the Depositor shall require a written Opinion of Counsel (which may be      
in-house counsel) acceptable to and in form and substance reasonably            
satisfactory to the Certificate Registrar and the Depositor that such transfer  
may be made pursuant to an exemption, describing the applicable exemption and   
the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act,
which Opinion of Counsel shall not be an expense of the Certificate Registrar or
the Depositor or (ii) the Certificate Registrar shall require the transferor to 
execute a transferor certificate (in substantially the form attached hereto as  
(a) Exhibit L-1 for any transfer of a Class CE, Class P, Class R or Class R-X   
Certificate and (b) Exhibit L-2 for any transfer of a Class M-12 or Class M-13  
Certificate) and the transferee to execute an investment letter in substantially
in the form attached hereto as Exhibit J-1 or J-2 (in the case of the Class P,  
Class CE, Class R or Class R-X Certificates) or in the form attached hereto as  
Exhibit J-2 (in the case of the Class M-12 or Class M-13 Certificates)          
acceptable to and in form and substance reasonably satisfactory to the Depositor
and the Certificate Registrar certifying to the Depositor and the Certificate   
Registrar the facts surrounding such transfer, which investment letter shall not
be an expense of the Certificate Registrar or the Depositor. The transferor of a
Private Certificate desiring to effect such transfer shall, and does hereby     
agree to, indemnify the Certificate Registrar and the Depositor against any     
liability that may result if the transfer is not so exempt or is not made in    
accordance with such federal and state laws. For purposes of this Section       
5.02(d) the representations required in any transferor certificate (in          
substantially the form attached hereto as Exhibit L-2 for any transfer of a     
Class M-12 or Class M-13 Certificate) and any investment letter (substantially  
in the form of Exhibit J-2 hereto) shall be deemed to have been made in         
connection with the transfer of any Private Certificate that is a Book-Entry    
Certificate.                                                                    

           No transfer of an ERISA Restricted Certificate shall be made unless
the Certificate Registrar and the Depositor shall have received either (i) a    
representation from the transferee of such Certificate, acceptable to and in    
form and substance satisfactory to the Certificate Registrar and the Depositor, 
(such requirement is satisfied only by the Certificate Registrar's receipt of a 
representation letter from the transferee substantially in the form of Exhibit I
hereto, as appropriate), to the effect that such transferee is not an employee  
benefit plan or arrangement subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code or a plan subject to any federal, state or local law   
("Similar Law") materially similar to the foregoing provisions of ERISA or of   
the Code, nor a person acting on behalf of any such plan or arrangement nor     
using the assets of any such plan or arrangement to effect such transfer other  
than (except in the case of the Class CE, Class P, Class R or Class R-X         
Certificates) an insurance company that represents (or is deemed to represent)  
that (A) the source of funds used to purchase the Certificates is an "insurance 
company general account" (as such term is defined in Section V(e) of PTE 95-60, 
60 Fed. Reg. 35925 (July 12, 1995)), (B) that 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) all Plans   
that have an interest in such general account are Plans to which PTE 95-60      
applies, or (ii) (except in the case of the Class CE, Class P, Class R or Class 
R-X Certificates) in the case of any such ERISA Restricted Certificate presented
for registration in the name of an employee benefit plan subject to ERISA or a  
plan or arrangement subject to Section 4975 of the Code (or comparable          
provisions of any subsequent enactments), or a trustee of any such plan or any  
other person acting on behalf of any such plan or arrangement or using such     
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the       
Certificate Registrar and the Depositor, to the effect that the purchase or     
holding of such ERISA Restricted Certificate will not constitute or result in a 
non-exempt prohibited transaction within the meaning of ERISA Section 4975 of   
the Code on Similar Law and will not subject the Depositor, the Servicer, the   
Trustee, the Securities Administrator or the Certificate Registrar to any       
obligation in addition to those expressly undertaken in this Agreement or to any
liability. For purposes of clause (i) of the preceding sentence, such           
representation shall be deemed to have been made to the Certificate Registrar by
the acceptance by a Certificate Owner of the beneficial interest in any such    
Class of ERISA Restricted Certificates, unless the Certificate Registrar shall  
have received from the transferee an alternative representation acceptable in   
form and substance to the Depositor. Notwithstanding anything else to the       
contrary herein, any purported transfer of an ERISA Restricted Certificate to or
on behalf of an employee benefit plan subject to ERISA, Section 4975 of the Code
or Similar Law without the delivery to the Certificate Registrar and the        
Depositor of an Opinion of Counsel satisfactory to the Certificate Registrar as 
described above shall be void and of no effect.                                 

       Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such   
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to      
execute all instruments of transfer and to do all other things necessary in     
connection with any such sale, and the rights of each Person acquiring any      
Ownership Interest in a Class R or Class R-X Certificate are expressly subject  
to the following provisions:                                                    

        (i) Each Person holding or acquiring any Ownership Interest in a
      Class R or Class R-X Certificate shall be a Permitted Transferee and shall
promptly notify the Certificate Registrar of any change or impending
change in its status as a Permitted Transferee.                     

          (ii) No Person shall acquire an Ownership Interest in a Class R or
Class R-X Certificate unless such Ownership Interest is a pro rata  
undivided interest.                                                 

       (iii) In connection with any proposed transfer of any Ownership
     Interest in a Class R or Class R-X Certificate, the Certificate Registrar
     shall as a condition to registration of the transfer, require delivery to
   it, in form and substance satisfactory to it, of each of the following:

         A. an affidavit in the form of Exhibit K hereto from the proposed
transferee to the effect that, among other things, such transferee is a         
Permitted Transferee and that it is not acquiring its Ownership Interest in a   
Class R or Class R-X Certificate that is the subject of the proposed transfer as
a nominee, trustee or agent for any Person who is not a Permitted Transferee;   
and                                                                             

       B. a covenant of the proposed transferee to the effect that the
proposed transferee agrees to be bound by and to abide by the transfer          
restrictions applicable to a Class R or Class R-X Certificate.                  

          (iv) Any attempted or purported transfer of any Ownership Interest
    in a Residual Certificate in violation of the provisions of this Section
shall be absolutely null and void and shall vest no rights in the   
    purported transferee. If any purported transferee shall, in violation of
   the provisions of this Section, become the Holder of a Class R or Class
R-X Certificate, then the prior Holder of such Class R or Class R-X 
     Certificate that is a Permitted Transferee shall, upon discovery that the
     registration of transfer of such Class R or Class R-X Certificate was not
  in fact permitted by this Section, be restored to all rights as Holder
     thereof retroactive to the date of registration of transfer of such Class
   R or Class R-X Certificate. The Certificate Registrar shall be under no
    liability to any Person for any registration of transfer of a Class R or
      Class R-X Certificate that is in fact not permitted by this Section or for
    making any distributions due on such Class R or Class R-X Certificate to
     the Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Certificate   
      Registrar received the documents specified in clause (iii). The Securities
      Administrator shall be entitled to recover from any Holder of a Class R or
    Class R-X Certificate that was in fact not a Permitted Transferee at the
    time such distributions were made all distributions made on such Class R
or Class R-X Certificate. Any such distributions so recovered by the
Securities Administrator shall be distributed and delivered by the  
     Securities Administrator to the prior Holder of such Class R or Class R-X
Certificate that is a Permitted Transferee.                         

         (v) If any Person other than a Disqualified Organization acquires
     any Ownership Interest in a Class R or Class R-X Certificate in violation
     of the restrictions in this Section, then the Certificate Registrar shall
    have the right but not the obligation, without notice to the Holder of a
    Class R or Class R-X Certificate or any other Person having an Ownership
  Interest therein, to notify the Depositor to arrange for the sale of a
Class R or Class R-X Certificate. The proceeds of such sale, net of 
      commissions (which may include commissions payable to the Depositor or its
     affiliates in connection with such sale), expenses and taxes due, if any,
      will be remitted by the Securities Administrator to the previous Holder of
     a Class R or Class R-X Certificate that is a Permitted Transferee, except
   that in the event that the Securities Administrator determines that the
     Holder of a Class R or Class R-X Certificate may be liable for any amount
 due under this Section or any other provisions of this Agreement, the
  Securities Administrator may withhold a corresponding amount from such
  remittance as security for such claim. The terms and conditions of any
    sale under this clause (v) shall be determined in the sole discretion of
 the Securities Administrator and it shall not be liable to any Person
   having an Ownership Interest in a Class R or Class R-X Certificate as a
result of its exercise of such discretion.                          

         (vi) If any Person other than a Permitted Transferee acquires any
    Ownership Interest in a Class R or Class R-X Certificate in violation of
    the restrictions in this Section, then the Securities Administrator will
    provide to the Internal Revenue Service, and to the persons specified in
      Sections 860E(e)(3) and (6) of the Code, information needed to compute the
     tax imposed under Section 860E(e)(5) of the Code on transfers of residual
 interests to disqualified organizations. The Securities Administrator
shall be entitled to reasonable compensation for providing such     
information from the person to whom it is provided.                 

The foregoing provisions of this Section shall cease to apply to transfers      
occurring on or after the date on which there shall have been delivered to the  
Certificate Registrar, in form and substance satisfactory to the Certificate    
Registrar, (i) written notification from each Rating Agency that the removal of 
the restrictions on Transfer set forth in this Section will not cause such      
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC hereunder to   
fail to qualify as a REMIC.                                                     

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

    All Certificates surrendered for registration of transfer or
exchange shall be cancelled by the Certificate Registrar and disposed of        
pursuant to its standard procedures.                                            

       Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

Section 5.04 Persons Deemed Owners.                     

The Servicer, the Depositor, the Trustee, the Securities
Administrator, the Certificate Registrar, any Paying Agent and any agent of the 
Servicer, the Depositor, the Securities Administrator, the Trustee, the         
Certificate Registrar or any Paying Agent may treat the Person, including a     
Depository, in whose name any Certificate is registered as the owner of such    
Certificate for the purpose of receiving distributions pursuant to Section 4.01 
and 4.02 and for all other purposes whatsoever, and none of the Servicer, the   
Trust, the Trustee, the Securities Administrator nor any agent of any of them   
shall be affected by notice to the contrary.                                    

Section 5.05 Appointment of Paying Agent.               

            The Paying Agent shall make distributions to Certificateholders from
the Distribution Account pursuant to Section 4.01 and 4.02 and shall report the 
amounts of such distributions to the Securities Administrator. The duties of the
Paying Agent may include the obligation to distribute statements and provide    
information to Certificateholders as required hereunder. The Paying Agent       
hereunder shall at all times be an entity duly incorporated and validly existing
under the laws of the United States of America or any state thereof, authorized 
under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities. The Paying Agent shall initially be
the Securities Administrator. The Securities Administrator may appoint a        
successor to act as Paying Agent, which appointment shall be reasonably         
satisfactory to the Depositor and the Rating Agencies. The Securities           
Administrator as Paying Agent shall be subject to the same standards of care,   
limitations on liability and rights to indemnity as the Securities              
Administrator, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05,     
8.14, 8.15 and 8.16 shall apply to the Paying Agent to the same extent as they  
apply to the Securities Administrator. Any Paying Agent appointed in accordance 
with this Section 5.05 may at any time resign by giving at least 30 days'       
advance written notice of resignation to the Trustee, the Securities            
Administrator, the Servicer and the Depositor, such resignation to become       
effective upon appointment of a successor Paying Agent.                         

ARTICLE VI

THE SERVICER AND THE DEPOSITOR

 Section 6.01 Liability of the Servicer and the Depositor.

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

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

            Any entity into which the Servicer or the Depositor may be merged or
consolidated, or any entity resulting from any merger, conversion or            
consolidation to which the Servicer or the Depositor shall be a party, or any   
organization succeeding to the business of the Servicer or the Depositor, shall 
be the successor of the Servicer or the Depositor, as the case may be,          
hereunder, without the execution or filing of any paper or any further act on   
the part of any of the parties hereto, anything herein to the contrary          
notwithstanding; provided, however, that the successor servicer shall satisfy   
all the requirements of Section 7.02 with respect to the qualifications of a    
successor servicer.                                                             

        Section 6.03 Limitation on Liability of the Servicer and Others.

    Neither the Servicer nor any of the directors or officers or
employees or agents of the Servicer shall be under any liability to the Trust or
the Certificateholders for any action taken or for refraining from the taking of
any action by the Servicer in good faith pursuant to this Agreement, or for     
errors in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be      
imposed by reason of its willful misfeasance, bad faith or gross negligence in  
the performance of duties of the Servicer or by reason of its reckless disregard
of its obligations and duties of the Servicer hereunder. The Servicer and any   
director or officer or employee or agent of the Servicer may rely in good faith 
on any document of any kind prima facie properly executed and submitted by any  
Person respecting any matters arising hereunder. The Servicer and any director  
or officer or employee or agent of the Servicer shall be indemnified by the     
Trust and held harmless against any loss, liability or expense incurred in      
connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage Loan 
or Mortgage Loans (except as any such loss, liability or expense shall be       
otherwise reimbursable pursuant to this Agreement) and any loss, liability or   
expense incurred by reason of its willful misfeasance, bad faith or gross       
negligence in the performance of duties hereunder or by reason of its reckless  
disregard of obligations and duties hereunder. The Servicer may undertake any   
such action which it may deem necessary or desirable in respect of this         
Agreement, and the rights and duties of the parties hereto and the interests of 
the Certificateholders hereunder. In such event, the reasonable legal expenses  
and costs of such action and any liability resulting therefrom shall be         
expenses, costs and liabilities of the Trust and the Servicer shall be entitled 
to be reimbursed therefor pursuant to Section 3.05. The Servicer's right to     
indemnity or reimbursement pursuant to this Section shall survive any           
resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with
respect to any losses, expenses, costs or liabilities arising prior to such     
resignation or termination (or arising from events that occurred prior to such  
resignation or termination). This paragraph shall apply to the Servicer solely  
in its capacity as Servicer hereunder and in no other capacities.               

Section 6.04 Servicer Not to Resign.                    

       Subject to the provisions of Section 7.01 and Section 6.02, the
Servicer shall not resign from the obligations and duties hereby imposed on it  
except (i) upon determination that the performance of its obligations or duties 
hereunder are no longer permissible under applicable law or are in material     
conflict by reason of applicable law with any other activities carried on by it 
or its subsidiaries or Affiliates, the other activities of the Servicer so      
causing such a conflict being of a type and nature carried on by the Servicer or
its subsidiaries or Affiliates at the date of this Agreement or (ii) upon       
satisfaction of the following conditions: (a) the Servicer has proposed a       
successor servicer to the Trustee and the Securities Administrator in writing   
and such proposed successor servicer is reasonably acceptable to the Trustee and
the Securities Administrator; and (b) each Rating Agency shall have delivered a 
letter to the Trustee and the Securities Administrator prior to the appointment 
of the successor servicer stating that the proposed appointment of such         
successor servicer as Servicer hereunder will not result in the reduction or    
withdrawal of the then current rating of the Regular Certificates or the ratings
that are in effect; provided, however, that no such resignation by the Servicer 
shall become effective until such successor servicer or, in the case of (i)     
above, the Trustee shall have assumed the Servicer's responsibilities and       
obligations hereunder or the Trustee shall have designated a successor servicer 
in accordance with Section 7.02. Any such resignation shall not relieve the     
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the      
Servicer. Any such determination permitting the resignation of the Servicer     
shall be evidenced by an Opinion of Counsel to such effect delivered to the     
Trustee and the Securities Administrator.                                       

Section 6.05 Delegation of Duties.                      

        In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its        
Affiliates, who agrees to conduct such duties in accordance with standards      
comparable to those set forth in Section 3.01. Such delegation shall not relieve
the Servicer of its liabilities and responsibilities with respect to such duties
and shall not constitute a resignation within the meaning of Section 6.04. The  
Servicer shall provide the Trustee and the Rating Agencies with 60 days prior   
written notice prior to the delegation of any of its duties to any Person other 
than any of the Servicer's Affiliates or their respective successors and        
assigns.                                                                        

 ARTICLE VII

 DEFAULT

Section 7.01 Servicer Events of Termination.            

   (a) If any one of the following events ("Servicer Events of
Termination") shall occur and be continuing:                                    

          (i) (A) The failure by the Servicer to make any Advance, Servicing
      Advance or to pay Compensating Interest and such failure described in this
     clause (A) continues unremedied until 1:00 p.m. New York City time on the
   Business Day immediately following the Distribution Date following such
failure; or                                                         

           (B) any other failure by the Servicer to deposit in the
          Collection Account or Distribution Account any deposit required to
          be made under the terms of this Agreement, which failure described
     in this clause (B) continues unremedied for a period of three
          Business Days after the first date on which written notice of such
failure is given to the Servicer; or                    

           (ii) The failure by the Servicer duly to observe or perform, in any
   material respect, any other covenants, obligations or agreements of the
Servicer as set forth in this Agreement, which failure continues    
   unremedied for a period of 60 days, after the date (A) on which written
      notice of such failure, requiring the same to be remedied, shall have been
    given to the Servicer by the Trustee, the Securities Administrator or by
     any Holder of a Regular Certificate evidencing at least 25% of the Voting
    Interests or (B) actual knowledge of such failure by a Servicing Officer
of the Servicer; or                                                 

            (iii) The entry against the Servicer of a decree or order by a court
      or agency or supervisory authority having jurisdiction in the premises for
    the appointment of a trustee, conservator, receiver or liquidator in any
insolvency, conservatorship, receivership, readjustment of debt,    
    marshalling of assets and liabilities or similar proceedings, or for the
     winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 days; or  

           (iv) The Servicer shall voluntarily go into liquidation, consent to
 the appointment of a conservator or receiver or liquidator or similar
     person in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Servicer or of or
      relating to all or substantially all of its property; or a decree or order
    of a court or agency or supervisory authority having jurisdiction in the
  premises for the appointment of a conservator, receiver, liquidator or
  similar person in any insolvency, readjustment of debt, marshalling of
   assets and liabilities or similar proceedings, or for the winding-up or
    liquidation of its affairs, shall have been entered against the Servicer
and such decree or order shall have remained in force undischarged, 
     unbonded or unstayed for a period of 60 days; or the Servicer shall admit
   in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or   
reorganization statute, make an assignment for the benefit of its   
creditors or voluntarily suspend payment of its obligations; or     

           (v) the Servicer becoming ineligible to service for both Fannie Mae
and Freddie Mac (unless remedied within 90 days).                   

        (b) Then, and in each and every such case, so long as a Servicer
Event of Termination shall not have been remedied within the applicable grace   
period, (x) with respect solely to clause (i)(A) above, if such Advance is not  
made by 1:00 p.m. New York City time on the Business Day immediately following  
the Distribution Date, the Trustee may terminate all of the rights and          
obligations of the Servicer under this Agreement and the Trustee shall assume   
upon such termination (or, pursuant to Section 4.07(e), prior to such           
termination in the case of the obligation to make Advances), pursuant to Section
7.02, the duties of a successor servicer (including, but not limited to, the    
duty to make Advances required pursuant to this Agreement) and (y) in the case  
of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the direction 
of the Holders of each Class of Regular Certificates evidencing Voting Interests
aggregating not less than 66 2/3%, by notice then given in writing to the       
Servicer (and to the Trustee if given by Holders of Certificates), terminate all
of the rights and obligations of the Servicer as servicer under this Agreement. 
Any such notice to the Servicer shall also be given to the Securities           
Administrator, each Rating Agency and the Depositor. On or after the receipt by 
the Servicer (and by the Trustee if such notice is given by the Holders) of such
written notice, all authority and power of the Servicer under this Agreement,   
whether with respect to the Certificates or the Mortgage Loans or otherwise,    
shall pass to and be vested in the Trustee pursuant to and under this Section or
successor servicer appointed in connection with Section 7.02; and, without      
limitation, the Trustee or successor servicer is hereby authorized and empowered
to execute and deliver, on behalf of the Servicer, as attorney-in-fact or       
otherwise, any and all documents and other instruments, and to do or accomplish 
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each 
Mortgage Loan and Related Documents or otherwise. The Servicer agrees to        
cooperate with the Trustee (or the applicable successor servicer) in effecting  
the termination of the responsibilities and rights of the Servicer hereunder,   
including, without limitation, the delivery to the Trustee (or the applicable   
successor servicer) of all documents and records requested by it to enable it to
assume the Servicer's functions under this Agreement within twenty Business Days
subsequent to such notice, the transfer within two Business Days subsequent to  
such notice to the Trustee (or the applicable successor servicer) for the       
administration by it of all cash amounts that shall at the time be held by the  
Servicer and to be deposited by it in the Collection Account, the Distribution  
Account or any Escrow Account or that have been deposited by the Servicer in    
such accounts or thereafter received by the Servicer with respect to the        
Mortgage Loans or any REO Property received by the Servicer. All reasonable     
out-of-pocket costs and expenses (including attorneys' fees) incurred in        
connection with transferring the servicing to the successor servicer and        
amending this Agreement to reflect such succession as Servicer pursuant to this 
Section shall be paid by the predecessor servicer (or if the predecessor        
servicer is the Trustee, the initial servicer) upon presentation of reasonable  
documentation of such costs and expenses, and if such predecessor Servicer      
defaults in its obligation to pay such costs, such costs shall be paid by the   
successor Servicer or the Trustee (in which case the successor Servicer or the  
Trustee shall be entitled to reimbursement therefor from the assets of the      
Trust).                                                                         

       Notwithstanding any termination of the activities of a Servicer
hereunder, the Servicer shall be entitled to receive payment of all accrued and 
unpaid Servicing Fees and reimbursement for all outstanding Advances and        
Servicing Advances properly made prior to the date of termination.              

Section 7.02 Trustee to Act; Appointment of Successor.  

        (a) Within 90 days of the time the Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to     
Section 7.01 or 6.04, the Trustee (or such other successor servicer as is       
approved in accordance with this Agreement) shall be the successor in all       
respects to the Servicer in its capacity as servicer under this Agreement and   
the transactions set forth or provided for herein and shall be subject to all   
the responsibilities, duties and liabilities relating thereto placed on the     
Servicer by the terms and provisions hereof arising on and after its succession.
As compensation therefor, the Trustee (or such other successor servicer) shall  
be entitled to such compensation as the Servicer would have been entitled to    
hereunder if no such notice of termination had been given. Notwithstanding the  
above, (i) if the Trustee is unwilling to act as successor servicer or (ii) if  
the Trustee is legally unable so to act, the Trustee shall appoint or petition a
court of competent jurisdiction to appoint, any established housing and home    
finance institution, bank or other mortgage loan or home equity loan servicer   
having a net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties  
or liabilities of the Servicer hereunder; provided, that the appointment of any 
such successor servicer will not result in the qualification, reduction or      
withdrawal of the ratings assigned to the Certificates or the ratings that are  
in effect by the Rating Agencies as evidenced by a letter to such effect from   
the Rating Agencies. Pending appointment of a successor to the Servicer         
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee  
shall act in such capacity as hereinabove provided. In connection with such     
appointment and assumption, the successor shall be entitled to receive          
compensation out of payments on Mortgage Loans in an amount equal to the        
compensation which the Servicer would otherwise have received pursuant to       
Section 3.18 (or such other compensation as the Trustee and such successor shall
agree, not to exceed the Servicing Fee). The successor servicer shall be        
entitled to withdraw from the Collection Account all costs and expenses         
associated with the transfer of the servicing to the successor servicer,        
including costs and expenses of the Trustee. The appointment of a successor     
servicer shall not affect any liability of the predecessor servicer which may   
have arisen under this Agreement prior to its termination as Servicer to pay any
deductible under an insurance policy pursuant to Section 3.11 or to indemnify   
the parties indicated in Section 3.24 pursuant to the terms thereof, nor shall  
any successor servicer be liable for any acts or omissions of the predecessor   
servicer or for any breach by such servicer of any of its representations or    
warranties contained herein or in any related document or agreement. The Trustee
and such successor shall take such action, consistent with this Agreement, as   
shall be necessary to effectuate any such succession.                           

    (b) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer continue to service   
and administer the Mortgage Loans for the benefit of Certificateholders, and    
maintain in force a policy or policies of insurance covering errors and         
omissions in the performance of its obligations as Servicer hereunder and a     
Fidelity Bond in respect of its officers, employees and agents to the same      
extent as the Servicer is so required pursuant to Section 3.12.                 

Section 7.03 Waiver of Defaults.                        

       The Holders of Certificates entitled to at least 66 2/3% of the
Voting Interests allocated to the Classes of Certificates affected by a Servicer
Event of Termination may, on behalf of all Certificateholders, waive any events 
permitting removal of the Servicer as servicer pursuant to this Article VII,    
provided, however, that such Holders may not waive a default in making a        
required distribution on a Certificate without the consent of the Holder of such
Certificate. Upon any waiver of a past default, such default shall cease to     
exist and any Servicer Event of Termination arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall    
extend to any subsequent or other default or impair any right consequent thereto
except to the extent expressly so waived. Notice of any such waiver shall be    
given by the Trustee to the Securities Administrator and the Rating Agencies.   

Section 7.04 Notification to Certificateholders.        

            (a) On any termination or appointment of a successor to the Servicer
pursuant to this Article VII or Section 6.04, the Trustee shall give prompt     
written notice thereof to the Securities Administrator and the                  
Certificateholders at their respective addresses appearing in the Certificate   
Register and each Rating Agency.                                                

         (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee    
shall transmit by mail to the Securities Administrator and all                  
Certificateholders notice of such occurrence unless such default or Servicer    
Event of Termination shall have been waived or cured. Such notice shall be given
to the Rating Agencies promptly after any such occurrence.                      

Section 7.05 Survival of Servicer Liabilities.          

            Notwithstanding anything herein to the contrary, upon termination of
the Servicer hereunder, any liabilities of the Servicer which accrued prior to  
such termination shall survive such termination.                                

ARTICLE VIII

THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

    Section 8.01 Duties of Trustee and Securities Administrator.

   The Trustee, prior to the occurrence of a Servicer Event of
Termination of which a Responsible Officer of the Trustee shall have actual     
knowledge and after the curing of all Servicer Events of Termination which may  
have occurred, and the Securities Administrator, each undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement as  
duties of the Trustee and the Securities Administrator, respectively. If a      
Servicer Event of Termination has occurred (which has not been cured), of which 
a Responsible Officer of the Trustee has knowledge, the Trustee shall exercise  
such of the rights and powers vested in it by this Agreement, and use the same  
degree of care and skill in their exercise, as a prudent person would exercise  
or use under the circumstances in the conduct of such person's own affairs.     

            Upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee and the
Securities Administrator which are specifically required to be furnished        
pursuant to any provision of this Agreement, the Trustee and the Securities     
Administrator shall examine them to determine whether they conform to the       
requirements of this Agreement; provided, however, that neither the Trustee or  
the Securities Administrator shall be responsible for the accuracy or content of
any resolution, certificate, statement, opinion, report, document, order or     
other instrument furnished by the Servicer, the Seller or the Depositor         
hereunder. If any such instrument is found not to conform in any material       
respect to the requirements of this Agreement, the Trustee shall notify the     
Certificateholders of such instrument in the event that the Trustee, after so   
requesting, does not receive a satisfactorily corrected instrument.             

        No provision of this Agreement shall be construed to relieve the
Trustee and the Securities Administrator from liability for its own negligent   
action, its own negligent failure to act or its own misconduct; provided,       
however, that:                                                                  

           (i) prior to the occurrence of a Servicer Event of Termination, and
      after the curing of all such Servicer Events of Termination which may have
  occurred, the duties and obligations of the Trustee and the Securities
      Administrator shall be determined solely by the express provisions of this
    Agreement, neither the Trustee nor the Securities Administrator shall be
   liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or   
     obligations shall be read into this Agreement against the Trustee and the
    Securities Administrator and, in the absence of bad faith on the part of
      the Trustee or the Securities Administrator, the Trustee or the Securities
     Administrator, as the case may be, may conclusively rely, as to the truth
    of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee or the   
Securities Administrator and conforming to the requirements of this 
Agreement;                                                          

          (ii) neither the Trustee nor the Securities Administrator shall be
personally liable for an error of judgment made in good faith by a  
      Responsible Officer of the Trustee or the Securities Administrator, unless
it shall be proved that the Trustee or the Securities Administrator,
  respectively, was negligent in ascertaining or investigating the facts
related thereto;                                                    

           (iii) neither the Trustee nor the Securities Administrator shall be
      personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of the
 Majority Certificateholders relating to the time, method and place of
    conducting any proceeding for any remedy available to the Trustee or the
    Securities Administrator or exercising or omitting to exercise any trust
     or power conferred upon the Trustee or the Securities Administrator under
this Agreement; and                                                 

          (iv) neither the Trustee nor the Securities Administrator shall be
    charged with knowledge of any failure by the Servicer to comply with the
      obligations of the Servicer referred to in clauses (i) and (ii) of Section
     7.01(a) or any Servicer Event of Termination unless a Responsible Officer
      of the Trustee or the Securities Administrator obtains actual knowledge of
such failure or the Trustee or the Securities Administrator receives
written notice of such failure from the Servicer or the Majority    
Certificateholders.                                                 

     Neither the Trustee nor the Securities Administrator shall be
required to expend or risk its own funds or otherwise incur financial liability 
in the performance of any of its duties hereunder, or in the exercise of any of 
its rights or powers, if there is reasonable ground for believing that the      
repayment of such funds or adequate indemnity against such risk or liability is 
not reasonably assured to it, and none of the provisions contained in this      
Agreement shall in any event require the Trustee or the Securities Administrator
to perform, or be responsible for the manner of performance of, any of the      
obligations of the Servicer under this Agreement, except during such time, if   
any, as the Securities Administrator shall be the successor to, and be vested   
with the rights, duties, powers and privileges of, the Servicer in accordance   
with the terms of this Agreement.                                               

  Section 8.02 Certain Matters Affecting the Trustee and the
Securities Administrator.                                                       

(a) Except as otherwise provided in Section 8.01:       

        (i) the Trustee and the Securities Administrator may request and
 rely upon, and shall be protected in acting or refraining from acting
   upon, any resolution, Officer's Certificate, certificate of auditors or
  any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document 
reasonably believed by it to be genuine and to have been signed or  
presented by the proper party or parties;                           

          (ii) the Trustee and the Securities Administrator may consult with
   counsel and any advice or Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
    omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;                                              

           (iii) neither the Trustee nor the Securities Administrator shall be
     under any obligation to exercise any of the rights or powers vested in it
by this Agreement, or to institute, conduct or defend any litigation
      hereunder or in relation hereto, at the request, order or direction of the
   Certificateholders pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee or the    
Securities Administrator, as the case may be, reasonable security or
indemnity against the costs, expenses and liabilities which may be  
   incurred therein or thereby; the right of the Trustee or the Securities
Administrator, as the case may be, to perform any discretionary act 
      enumerated in this Agreement shall not be construed as a duty, and neither
      the Trustee nor the Securities Administrator shall be answerable for other
    than its negligence or willful misconduct in the performance of any such
act;                                                                

          (iv) neither the Trustee nor the Securities Administrator shall be
     personally liable for any action taken, suffered or omitted by it in good
 faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;               

          (v) prior to the occurrence of a Servicer Event of Termination and
 after the curing of all Servicer Events of Termination which may have
   occurred, neither the Trustee nor the Securities Administrator shall be
   bound to make any investigation into the facts or matters stated in any
    resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or documents,
    unless requested in writing to do so by the Majority Certificateholders;
  provided, however, that if the payment within a reasonable time to the
Trustee or the Securities Administrator of the costs, expenses or   
liabilities likely to be incurred by it in the making of such       
investigation is, in the opinion of the Trustee or the Securities   
  Administrator, not reasonably assured to the Trustee or the Securities
Administrator by the security afforded to it by the terms of this   
Agreement, the Trustee and the Securities Administrator may require 
reasonable indemnity against such cost, expense or liability as a   
condition to such proceeding. The reasonable expense of every such  
   examination shall be paid by the Servicer or, if paid by the Trustee or
  the Securities Administrator, shall be reimbursed by the Servicer upon
    demand. Nothing in this clause (v) shall derogate from the obligation of
the Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors;                               

          (vi) neither the Trustee nor the Securities Administrator shall be
     accountable, have any liability or make any representation as to any acts
     or omissions hereunder of the Servicer until such time as the Trustee may
be required to act as Servicer pursuant to Section 7.02;            

      (vii) each of the Trustee and the Securities Administrator may
execute any of the trusts or powers hereunder or perform any duties 
hereunder either directly or by or through agents or attorneys or a 
    custodian and neither the Trustee nor the Securities Administrator shall
   be responsible for any misconduct or negligence on the part of any such
agent, attorney or custodian appointed by it with due care; and     

          (viii) the right of the Trustee or the Securities Administrator to
   perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Securities     
      Administrator shall be answerable for other than its negligence or willful
misconduct in the performance of such act.                          

        Section 8.03 Trustee and Securities Administrator Not Liable for
Certificates or Mortgage Loans.                                                 

         The recitals contained herein and in the Certificates (other than
the authentication of the Trustee on the Certificates) shall be taken as the    
statements of the Depositor, and neither the Trustee nor the Securities         
Administrator assumes any responsibility for the correctness of the same.       
Neither the Trustee nor the Securities Administrator makes any representations  
as to the validity or sufficiency of this Agreement or of the Certificates      
(other than the signature and authentication of the Securities Administrator on 
the Certificates, in the case of the Securities Administrator) or of any        
Mortgage Loan or Related Document. Neither the Trustee nor the Securities       
Administrator shall be accountable for the use or application by the Servicer,  
or for the use or application of any funds paid to the Servicer in respect of   
the Mortgage Loans or deposited in or withdrawn from the Collection Account by  
the Servicer. Neither the Trustee nor the Securities Administrator shall at any 
time have any responsibility or liability for or with respect to the legality,  
validity and enforceability of any Mortgage or any Mortgage Loan, or the        
perfection and priority of any Mortgage or the maintenance of any such          
perfection and priority, or for or with respect to the sufficiency of the Trust 
or its ability to generate the payments to be distributed to Certificateholders 
under this Agreement, including, without limitation: the existence, condition   
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than the Trustee's responsibility if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02); the validity 
of the assignment of any Mortgage Loan to the Trustee or of any intervening     
assignment; the completeness of any Mortgage Loan; the performance or           
enforcement of any Mortgage Loan (other than the Trustee's responsibility if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02); the  
compliance by the Depositor or the Servicer with any warranty or representation 
made under this Agreement or in any related document or the accuracy of any such
warranty or representation (except, in the case of the Trustee, after receipt of
notice of any non-compliance therewith or any breach thereof); any investment of
monies by or at the direction of the Servicer or any loss resulting therefrom,  
it being understood that the Trustee shall remain responsible for any Trust     
property that it may hold in its individual capacity; the acts or omissions of  
any of the Servicer (other than the Trustee's responsibility if the Trustee     
shall assume the duties of the Servicer pursuant to Section 7.02), or any       
Mortgagor; any action of the Servicer (other than the Trustee's responsibility  
if the Trustee shall assume the duties of the Servicer pursuant to Section      
7.02), taken in the name of the Trust; the failure of the Servicer to act or    
perform any duties required of it as agent of the Trust hereunder (other than   
the Trustee's responsibility if the Trustee shall assume the duties of the      
Servicer pursuant to Section 7.02); or any action by the Trustee or the         
Securities Administrator taken at the instruction of the Servicer (other than   
the Trustee's responsibility if the Trustee shall assume the duties of the      
Servicer pursuant to Section 7.02); provided, however, that the foregoing shall 
not relieve the Trustee and the Securities Administrator of their obligation to 
perform their respective duties under this Agreement. The Trustee shall have no 
responsibility for filing any financing or continuation statement in any public 
office at any time or to otherwise perfect or maintain the perfection of any    
security interest or lien granted to it hereunder.                              

 Section 8.04 Trustee and Securities Administrator May Own
Certificates.                                                                   

   Each of the Trustee and the Securities Administrator in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee or Securities      
Administrator and may transact any banking and trust business with the Servicer,
the Depositor or their Affiliates.                                              

            Section 8.05 Trustee and Securities Administrator Fees and Expenses.

        The Securities Administrator shall be entitled to the investment
income on funds on deposit in the Distribution Account as set forth in Section  
3.23. This shall constitute compensation to the Securities Administrator for its
activities hereunder. The fees and expenses of the Trustee shall be paid in     
accordance with a side letter agreement between the Trustee and the Securities  
Administrator. The Trust shall reimburse the Trustee and the Securities         
Administrator for all reasonable expenses, disbursements and advances incurred  
or made by the Trustee or the Securities Administrator in accordance with any of
the provisions of this Agreement (including the reasonable compensation and the 
expenses and disbursements of its counsel and of all persons not regularly in   
its employ), except any such expense, disbursement or advance as may arise from 
its gross negligence or bad faith or which is the responsibility of the Trustee 
or Securities Administrator hereunder or that does not constitute an            
"unanticipated expense" of a REMIC within the meaning of Treasury Regulation    
Section 1.860G(b)(3)(ii). In addition, the Trustee, the Securities Administrator
and their respective officers, directors, employees and agents shall be         
indemnified by the Trust from, and held harmless against, any and all losses,   
liabilities, damages, claims or expenses incurred in connection with any legal  
action relating to this Agreement or the Certificates, other than any loss,     
liability or expense (i) that constitutes a specific liability of the Trustee or
the Securities Administrator, as applicable, under this Agreement, (ii) incurred
by reason of willful misfeasance, bad faith or gross negligence of the Trustee  
or Securities Administrator, as applicable, in the performance of its respective
duties hereunder or by reason of the Trustee's or the Securities                
Administrator's, as the case may be, reckless disregard of its obligations and  
duties hereunder or (iii) that does not constitute an "unanticipated expense" of
a REMIC within the meaning of Treasury Regulation Section 1.860G(b)(3)(ii). The 
Trustee and its officers, directors, employees and agents shall be indemnified  
by the Trust from, and held harmless against, any and all losses, liabilities,  
damages, claims or expenses, including reasonable attorneys' fees, that may be  
imposed on, incurred by or asserted against the Custodian in any way related to 
or arising out of the Custodial Agreement or any action taken or not taken by   
the Custodian and which the Trustee had paid to the Custodian pursuant to the   
terms of the Custodial Agreement, other than any loss, liability or expense (i) 
that constitutes a specific liability of the Custodian under the Custodial      
Agreement or (ii) or incurred by reason of willful misfeasance, bad faith or    
negligence of the Custodian in the performance of its duties under the Custodial
Agreement or by reason of the Custodian's reckless disregard of its obligations 
under the Custodial Agreement. Subject to the provisions of this Article VIII,  
the Trustee and its officers, directors, employees and agents shall be          
indemnified by the Securities Administrator from, and held harmless against, any
and all losses, liabilities, damages, claims or expenses incurred by the Trustee
in connection with or arising out of the willful misfeasance, bad faith or      
negligence of the Securities Administrator in the performance of its duties     
under this Agreement or by reason of the Securities Administrator's reckless    
disregard of its obligations and duties under this Agreement. Subject to the    
provisions of this Article VIII, the Securities Administrator and its officers, 
directors, employees and agents shall be indemnified by the Trustee from, and   
held harmless against, any and all losses, liabilities, damages, claims or      
expenses incurred by the Securities Administrator in connection with or arising 
out of willful misfeasance, bad faith or negligence of the Trustee in the       
performance of its duties under this Agreement or by reason of the Trustee's    
reckless disregard of its obligations and duties under this Agreement. This     
Section shall survive termination of this Agreement or the resignation or       
removal of any Trustee or Securities Administrator hereunder.                   

        Section 8.06 Eligibility Requirements for Trustee and Securities
Administrator.                                                                  

         Each of the Trustee and the Securities Administrator shall at all
times be (i) an entity duly organized and validly existing under the laws of the
United States of America or any state thereof, authorized under such laws to    
exercise corporate trust powers, having a combined capital and surplus of at    
least $50,000,000 or a member of a bank holding system, the aggregate combined  
capital surplus of which is at least $50,000,000, provided that its separate    
capital and surplus shall at all times be at least the amount specified in      
Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to        
supervision or examination by federal or state authority and (iii) have a       
minimum long-term debt rating of BBB by Fitch and S&P and Baa3 by Moody's and a 
long term debt rating of at least A1 or better by Moody's, and subject to       
supervision or examination by federal or state authority. The Trustee shall not 
be an affiliate of the Depositor or the Servicer. If such entity publishes      
reports of condition at least annually, pursuant to law or to the requirements  
of the aforesaid supervising or examining authority, then for the purposes of   
this Section 8.06, the combined capital and surplus of such entity shall be     
deemed to be its combined capital and surplus as set forth in its most recent   
report of condition so published. The principal office of the Trustee and the   
Securities Administrator (other than the initial Trustee or Securities          
Administrator) shall be in a state with respect to which an Opinion of Counsel  
has been delivered to such Trustee or Securities Administrator at the time such 
Trustee or Securities Administrator is appointed Trustee or Securities          
Administrator, at such entity's expense, to the effect that the Trust will not  
be a taxable entity under the laws of such state. In case at any time the       
Trustee or Securities Administrator shall cease to be eligible in accordance    
with the provisions of this Section 8.06, the Trustee or Securities             
Administrator shall resign immediately in the manner and with the effect        
specified in Section 8.07. The Securities Administrator (i) may not be the      
Originator, the Servicer, the Depositor or an affiliate of the Depositor unless 
the Securities Administrator is in an institutional trust department, (ii) must 
be authorized to exercise corporate trust powers under the laws of its          
jurisdiction of organization, and (iii) must be rated at least A/F1 by Fitch and
A-1 by S&P, if Fitch and S&P, as applicable, is a Rating Agency, or the         
equivalent rating by Moody's (or such other rating acceptable to Fitch and S&P  
pursuant to a ratings confirmation). If no successor Securities Administrator   
shall have been appointed and shall have accepted appointment within 60 days    
after the Securities Administrator ceases to be the Securities Administrator    
pursuant to this Section 8.06, then the Trustee shall perform the duties of the 
Securities Administrator pursuant to this Agreement. The Trustee shall notify   
the Rating Agencies of any change of Securities Administrator.                  

     Section 8.07 Resignation or Removal of Trustee and Securities
Administrator.                                                                  

          The Trustee or the Securities Administrator may at any time resign
and be discharged from the trusts hereby created by giving written notice       
thereof to the Depositor, the Servicer and each Rating Agency. Upon receiving   
such notice of resignation, the Depositor shall promptly appoint a successor    
Trustee or Securities Administrator, by written instrument, in duplicate, one   
copy of which instrument shall be delivered to the resigning Trustee or         
Securities Administrator, as applicable, and one copy to the successor Trustee  
or Securities Administrator, as the case may be. If no successor Trustee or     
Securities Administrator shall have been so appointed and having accepted       
appointment within 30 days after the giving of such notice of resignation, the  
resigning Trustee or Securities Administrator may petition any court of         
competent jurisdiction for the appointment of a successor Trustee or Securities 
Administrator.                                                                  

        If at any time the Trustee or the Securities Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor, or if at any    
time the Trustee or the Securities Administrator shall be legally unable to act,
or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or   
the Securities Administrator or of its property shall be appointed, or any      
public officer shall take charge or control of the Trustee or the Securities    
Administrator or of its property or affairs for the purpose of rehabilitation,  
conservation or liquidation, then the Depositor may remove the Trustee or the   
Securities Administrator, as the case may be. If the Depositor or the Servicer  
removes the Trustee or the Securities Administrator under the authority of the  
immediately preceding sentence, the Depositor shall promptly appoint a successor
Trustee or Securities Administrator by written instrument, in duplicate, one    
copy of which instrument shall be delivered to the Trustee or Securities        
Administrator so removed and one copy to the successor Trustee or Securities    
Administrator.                                                                  

          The Majority Certificateholders may at any time remove the Trustee
or the Securities Administrator by written instrument or instruments delivered  
to the Servicer, the Depositor, the Securities Administrator and the Trustee;   
the Depositor shall thereupon use its best efforts to appoint a successor       
Trustee or Securities Administrator, as the case may be in accordance with this 
Section.                                                                        

   Any resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor Trustee or Securities Administrator
pursuant to any of the provisions of this Section 8.07 shall not become         
effective until acceptance of appointment by the successor Trustee or Securities
Administrator as provided in Section 8.08.                                      

Section 8.08 Successor Trustee and Successor Securities 
Administrator.                                                                  

      Any successor Trustee or Securities Administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the          
Depositor, the Rating Agencies, the Servicer and to its predecessor Trustee or  
Securities Administrator an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee or Securities   
Administrator shall become effective, and such successor Trustee or Securities  
Administrator, without any further act, deed or conveyance, shall become fully  
vested with all the rights, powers, duties and obligations of its predecessor   
hereunder, with like effect as if originally named as Trustee or Securities     
Administrator. The Depositor, the Servicer and the predecessor Trustee or       
Securities Administrator shall execute and deliver such instruments and do such 
other things as may reasonably be required for fully and certainly vesting and  
confirming in the successor Trustee or Securities Administrator all such rights,
powers, duties and obligations.                                                 

     No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such         
acceptance such successor Trustee or Securities Administrator shall be eligible 
under the provisions of Section 8.06 and the appointment of such successor      
Trustee or Securities Administrator shall not result in a downgrading of the    
Regular Certificates by any Rating Agency, as evidenced by a letter from each   
Rating Agency.                                                                  

           Upon acceptance of appointment by a successor Trustee or Securities
Administrator as provided in this Section 8.08, the successor Trustee or        
Securities Administrator shall mail notice of the appointment of a successor    
Trustee or Securities Administrator hereunder to all Holders of Certificates at 
their addresses as shown in the Certificate Register and to each Rating Agency. 

     Section 8.09 Merger or Consolidation of Trustee or Securities
Administrator.                                                                  

         Any entity into which the Trustee or the Securities Administrator
may be merged or converted or with which it may be consolidated, or any entity  
resulting from any merger, conversion or consolidation to which the Trustee or  
the Securities Administrator shall be a party, or any entity succeeding to the  
business of the Trustee or the Securities Administrator, shall be the successor 
of the Trustee or Securities Administrator hereunder, provided such entity shall
be eligible under the provisions of Section 8.06 and 8.08, without the execution
or filing of any paper or any further act on the part of any of the parties     
hereto, anything herein to the contrary notwithstanding.                        

   Section 8.10 Appointment of Co-Trustee or Separate Trustee.

            Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which  
any part of the Trust or any Mortgaged Property may at the time be located, the 
Depositor and the Trustee acting jointly shall have the power and shall execute 
and deliver all instruments to appoint one or more Persons approved by the      
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or       
separate trustee or separate trustees, of all or any part of the Trust, and to  
vest in such Person or Persons, in such capacity and for the benefit of the     
Certificateholders, such title to the Trust, or any part thereof, and, subject  
to the other provisions of this Section 8.10, such powers, duties, obligations, 
rights and trusts as the Servicer and the Trustee may consider necessary or     
desirable. Any such co-trustee or separate trustee shall be subject to the      
written approval of the Servicer. If the Servicer shall not have joined in such 
appointment within 15 days after the receipt by it of a request so to do, or in 
the case a Servicer Event of Termination shall have occurred and be continuing, 
the Trustee alone shall have the power to make such appointment. No co-trustee  
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06, and no notice to Certificateholders  
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08.                                                                   

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

           (i) all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
    performed by the Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
  authorized to act separately without the Trustee joining in such act),
    except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed, the Trustee shall be    
  incompetent or unqualified to perform such act or acts, in which event
 such rights, powers, duties and obligations (including the holding of
     title to the Trust or any portion thereof in any such jurisdiction) shall
     be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Trustee;                         

           (ii) no trustee hereunder shall be held personally liable by reason
of any act or omission of any other trustee hereunder; and          

          (iii) the Securities Administrator and the Trustee, acting jointly
    may at any time accept the resignation of or remove any separate trustee
or co-trustee.                                                      

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any     
separate trustee or co-trustee shall refer to this Agreement and the conditions 
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance 
of the trusts conferred, shall be vested with the estates or property specified 
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,    
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every  
such instrument shall be filed with the Trustee and a copy thereof given to the 
Depositor, the Securities Administrator, the Rating Agencies and the Servicer.  

           Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the   
extent not prohibited by law, to do any lawful act under or in respect of this  
Agreement on its behalf and in its name. If any separate trustee or co-trustee  
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the   
Trustee, to the extent permitted by law, without the appointment of a new or    
successor Trustee.                                                              

Section 8.11 Limitation of Liability.                   

          The Certificates are executed by the Securities Administrator, not
in its individual capacity but solely as Securities Administrator of the Trust, 
in the exercise of the powers and authority conferred and vested in it by this  
Agreement. Each of the undertakings and agreements made on the part of the      
Securities Administrator in the Certificates is made and intended not as a      
personal undertaking or agreement by the Securities Administrator but is made   
and intended for the purpose of binding only the Trust.                         

           Section 8.12 Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates.                                             

       (a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee or the Securities    
Administrator without the possession of any of the Certificates or the          
production thereof in any proceeding relating thereto, and such proceeding      
instituted by the Trustee or the Securities Administrator shall be brought in   
its own name or in its capacity as Trustee or Securities Administrator for the  
benefit of all Holders of such Certificates, subject to the provisions of this  
Agreement. Any recovery of judgment shall, after provision for the payment of   
the reasonable compensation, expenses, disbursement and advances of the Trustee 
or Securities Administrator, as the case may be, or their agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such      
judgment has been recovered.                                                    

     (b) The Trustee shall afford the Depositor, the Servicer, the
Securities Administrator and each Certificateholder upon reasonable notice      
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee           
responsible for performing such duties. The Trustee shall cooperate fully with  
the Servicer, the Depositor, the Securities Administrator and such              
Certificateholder and shall make available to the Servicer, the Depositor, the  
Securities Administrator and such Certificateholder for review and copying at   
the expense of the party requesting such copies, such books, documents or       
records as may be requested with respect to the Trustee's duties hereunder. The 
Depositor, the Servicer, the Securities Administrator and the Certificateholders
shall not have any responsibility or liability for any action or failure to act 
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.                                              

        (c) The Securities Administrator shall afford the Depositor, the
Trustee, the Servicer and each Certificateholder upon reasonable notice during  
normal business hours, access to all records maintained by the Securities       
Administrator in respect of its duties hereunder and access to officers of the  
Securities Administrator responsible for performing such duties. The Securities 
Administrator shall cooperate fully with the Servicer, the Trustee, the         
Depositor and such Certificateholder and shall make available to the Servicer,  
the Trustee, the Depositor and such Certificateholder for review and copying at 
the expense of the party requesting such copies, such books, documents or       
records as may be requested with respect to the Securities Administrator's      
duties hereunder. The Depositor, the Trustee, the Servicer and the              
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Securities Administrator and are not obligated to      
supervise the performance of the Securities Administrator under this Agreement  
or otherwise.                                                                   

Section 8.13 Suits for Enforcement.                     

       In case a Servicer Event of Termination or other default by the
Servicer hereunder shall occur and be continuing, the Trustee may proceed to    
protect and enforce its rights and the rights of the Certificateholders under   
this Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in  
this Agreement or in aid of the execution of any power granted in this Agreement
or for the enforcement of any other legal, equitable or other remedy, as the    
Trustee, being advised by counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee and the       
Certificateholders.                                                             

Section 8.14 Waiver of Bond Requirement.                

           The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee post a bond or other surety with any   
court, agency or body whatsoever.                                               

  Section 8.15 Waiver of Inventory, Accounting and Appraisal
Requirement.                                                                    

           The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee file any inventory, accounting or      
appraisal of the Trust with any court, agency or body at any time or in any     
manner whatsoever.                                                              

Section 8.16 Appointment of Custodian.                  

           Wells Fargo Bank, N.A., has been appointed Custodian by the Trustee
pursuant to the Custodial Agreement. If such entity resigns or is terminated as 
Custodian pursuant to the Custodial Agreement, the Trustee shall serve as       
Custodian or the Trustee may, with the consent of the Depositor and the         
Servicer, appoint one or more Custodians to hold all or a portion of the        
Mortgage Files as agent for the Trustee, by entering into a custodial agreement 
in the form of the Custodial Agreement or otherwise in a form acceptable to the 
Depositor and the Servicer. Subject to this Article VIII, the Trustee agrees to 
comply with the terms of the Custodial Agreement and any such custodial         
agreement and to enforce the terms and provisions thereof against the Custodian 
for the benefit of the Certificateholders. Each Custodian will be a depositary  
institution subject to supervision by federal or state authority, shall have a  
combined capital and surplus of at least $10,000,000 and shall be qualified to  
do business in the jurisdiction in which it holds any Mortgage File and afforded
the same protections hereunder as the Trustee.                                  

ARTICLE IX

REMIC AND GRANTOR TRUST ADMINISTRATION

Section 9.01 REMIC Administration.                      

          (a) The Trustee shall make or cause to be made REMIC elections for
each of REMIC 1, REMIC 2 and REMIC A as set forth in the Preliminary Statement  
on Forms 1066 as prepared by the Securities Administrator or other appropriate  
federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. The Securities          
Administrator shall prepare such Forms 1066 and any other appropriate federal   
tax or information return and deliver them to the Trustee on a timely basis for 
the Trustee's execution. The Trustee shall execute and the Securities           
Administrator shall file such forms. The regular interests and residual interest
in each REMIC shall be as designated in the Preliminary Statement.              

         (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code.                

          (c) The Securities Administrator shall pay any and all tax related
expenses (not including taxes) of each REMIC, including but not limited to any  
professional fees or expenses related to audits or any administrative or        
judicial proceedings with respect to such REMIC that involve the Internal       
Revenue Service or state tax authorities, but only to the extent that (i) such  
expenses are ordinary or routine expenses, including expenses of a routine audit
but not expenses of litigation (except as described in (ii)); or (ii) such      
expenses or liabilities (including taxes and penalties) are attributable to the 
negligence or willful misconduct of the Securities Administrator in fulfilling  
its duties hereunder. The Securities Administrator shall be entitled to         
reimbursement of expenses to the extent provided in clause (i) above from the   
Trust.                                                                          

     (d) The Securities Administrator shall prepare or cause to be
prepared, and cause the Trustee to sign and the Securities Administrator shall  
file or cause to be filed, each REMIC's federal and state tax and information   
returns as such REMIC's direct representative. The expenses of preparing and    
filing such returns shall be borne by the Securities Administrator. The         
Securities Administrator will apply for an Employer Identification Number from  
the Internal Revenue Service via a form SS-4 or any other acceptable method for 
all REMICs and other tax entities and will also file a Form 8811 with respect to
all such REMICs with the Internal Revenue Service.                              

          (e) The Holder of a Residual Certificate shall be the "tax matters
person" as defined in the REMIC Provisions (the "Tax Matters Person") with      
respect to REMIC 1 and REMIC 2, and the Securities Administrator is irrevocably 
designated as and shall act as attorney-in-fact and agent for such Tax Matters  
Person for REMIC 1 and REMIC 2. The Holder of the Class R-X Certificate shall be
the Tax Matters Person with respect to REMIC A, and the Securities Administrator
is irrevocably designated as and shall act as attorney-in-fact and agent for    
such Tax Matters Person for REMIC A. The Securities Administrator, as agent for 
the Tax Matters Person, shall perform, on behalf of each REMIC, all reporting   
and other tax compliance duties that are the responsibility of such REMIC under 
the Code, the REMIC Provisions, or other compliance guidance issued by the      
Internal Revenue Service or any state or local taxing authority. Among its other
duties, if required by the Code, the REMIC Provisions, or other such guidance,  
the Securities Administrator, as agent for the Tax Matters Person, shall provide
(i) to the Treasury or other governmental authority such information as is      
necessary for the application of any tax relating to the transfer of a Class R  
or Class R-X Certificate to any disqualified person or organization and (ii) to 
the Certificateholders such information or reports as are required by the Code  
or REMIC Provisions.                                                            

            (f) The Trustee, the Securities Administrator, the Servicer, and the
Holders of Certificates shall take any action or cause any REMIC formed under   
this Agreement to take any action necessary to create or maintain the status of 
such REMIC as a REMIC under the REMIC Provisions and shall assist each other as 
necessary to create or maintain such status. None of the Trustee, the Servicer, 
the Securities Administrator or the Holder of the Class R or R-X Certificate    
shall take any action or cause any REMIC formed under this Agreement to take any
action or fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger 
the status of such REMIC as a REMIC or (ii) result in the imposition of a tax   
upon such REMIC (including but not limited to the tax on prohibited transactions
as defined in Code Section 860F(a)(2) and the tax on prohibited contributions   
set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC 
Event") unless the Securities Administrator, the Trustee and the Servicer have  
received an Opinion of Counsel (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such a tax. In addition, prior to taking any     
action with respect to any REMIC formed under this Agreement or the assets      
therein, or causing such REMIC to take any action, which is not expressly       
permitted under the terms of this Agreement, any Holder of the Class R or Class 
R-X Certificate will consult with the Securities Administrator, the Trustee and 
the Servicer, or their respective designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to REMIC 1 
or REMIC 2 or REMIC A, as applicable, and no such Person shall take any such    
action or cause such REMIC to take any such action as to which the Securities   
Administrator, the Trustee or the Servicer has advised it in writing that an    
Adverse REMIC Event could occur.                                                

           (g) The Holder of a Residual Certificate shall pay when due any and
all taxes imposed on REMIC 1 or REMIC 2 by federal or state governmental        
authorities, but only from amounts, if any, distributable thereon. The Holder of
the Class R-X Certificate shall pay when due any and all taxes imposed on REMIC 
A by federal or state governmental authorities, but only from amounts, if any,  
distributable thereon. To the extent that such REMIC taxes are not paid by the  
Class R or Class R-X Certificateholder, as applicable, the Securities           
Administrator shall pay any remaining REMIC taxes out of future amounts         
otherwise distributable to the Holder of the Class R or Class R-X Certificate,  
as applicable, or, if no such amounts are available, out of other amounts held  
in the Distribution Account, and shall reduce amounts otherwise payable to      
Holders of the REMIC Regular Interests or the Certificates, as the case may be. 

       (h) The Securities Administrator, shall, for federal income tax
purposes, maintain or cause to be maintained books and records with respect to  
each REMIC formed under this Agreement on a calendar year and on an accrual     
basis.                                                                          

            (i) No additional contributions of assets shall be made to any REMIC
created hereunder, except as expressly provided in this Agreement with respect  
to Eligible Substitute Mortgage Loans.                                          

    (j) None of the Trustee, the Securities Administrator or the
Servicer shall enter into any arrangement by which any REMIC created hereunder  
will receive a fee or other compensation for services. (k) On or before April 15
of each calendar year, beginning in 2006, the Securities Administrator shall    
deliver to each Rating Agency an Officer's Certificate stating the Securities   
Administrator's compliance with the provisions of this Section 9.01.            

          (l) The Securities Administrator shall treat (i) the rights of the
Certificates (other than the Class CE, Class P, Class R and Class R-X           
Certificates) to receive Cap Carryover Amounts as a right in interest rate cap  
contracts written by the Class CE Certificateholders in favor of the Holders of 
the Certificates (other than the Class CE, Class P, Class R and Class R-X       
Certificates) and (ii) the rights of the Class CE Certificates under the Yield  
Maintenance Agreement in accordance with the terms thereof and shall assign such
rights for federal tax return and information reporting a value of zero. The    
Securities Administrator shall account for such as property held separate and   
apart from the regular interests it holds in each of the REMICs created         
hereunder. The provisions of this paragraph are intended to satisfy the         
requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of   
property rights coupled with regular interests to be separately respected and   
shall be interpreted consistent with such regulation. On each Distribution Date,
to the extent the Certificates (other than the Class CE, Class P, Class R and   
Class R-X Certificates) receive interest in excess of their Pass-Through Rate,  
such interest will be treated as distributed to the Class CE Certificates,      
together with any amount deposited in the Reserve Account in respect of the     
Yield Maintenance Agreement, and then paid to the respective Classes of         
Certificates (other than the Class CE, Class P, Class R and Class R-X           
Certificates) pursuant to the related interest rate cap agreement.              

Section 9.02 Prohibited Transactions and Activities.    

            None of the Depositor, the Servicer, the Securities Administrator or
the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans,
except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii)
the bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to
Article X of this Agreement, (iv) a substitution pursuant to Article II of this 
Agreement, (v) a repurchase of Mortgage Loans pursuant to Article II of this    
Agreement or (vi) an optional purchase by the Depositor pursuant to Section 3.16
of this Agreement, nor acquire any assets for any REMIC constituting part of the
Trust Fund, nor sell or dispose of any investments in the Distribution Account  
for gain, nor accept any contributions to any REMIC constituting part of the    
Trust Fund after the Closing Date, unless it has received an Opinion of Counsel 
(at the expense of the party causing such sale, disposition, or substitution)   
that such disposition, acquisition, substitution, or acceptance will not (a)    
affect adversely the status of such REMIC as a REMIC or of the interests therein
other than the Class R or Class R-X Certificates, as applicable, and as the     
regular interests therein, (b) affect the distribution of interest or principal 
on the Certificates, (c) result in the encumbrance of the assets transferred or 
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause such REMIC to be subject to a tax on prohibited transactions or    
prohibited contributions pursuant to the REMIC Provisions.                      

           Section 9.03 Indemnification with Respect to Certain Taxes and Loss
of REMIC Status.                                                                

          In the event that any REMIC formed hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC   
Provisions due to the negligent performance by the Servicer, the Trustee or the 
Securities Administrator of its duties and obligations set forth herein, such   
person shall indemnify the Holder of the Class R or Class R-X Certificate, as   
applicable, against any and all losses, claims, damages, liabilities or expenses
("Losses") resulting from such negligence; provided, however, that no such      
person shall be liable for any such Losses attributable to the action or        
inaction of the Trustee, the Depositor or the Holder of the Class R or Class R-X
Certificate, as applicable, nor for any such Losses resulting from              
misinformation provided by the Holder of the Class R or Class R-X Certificate,  
as applicable, on which such person has relied. The foregoing shall not be      
deemed to limit or restrict the rights and remedies of the Holder of the Class R
or Class R-X Certificate, as applicable, now or hereafter existing at law or in 
equity. Notwithstanding the foregoing, however, in no event shall the Servicer  
have any liability (1) for any action or omission that is taken in accordance   
with and in compliance with the express terms of, or which is expressly         
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer, the Trustee or the Securities   
Administrator of its duties and obligations set forth herein, and (3) for any   
special or consequential damages to Certificateholders (in addition to payment  
of principal and interest on the Certificates).                                 

Section 9.04 REO Property.                              

         (a) Subject to compliance with applicable laws and regulations as
shall at any time be in force, and notwithstanding any other provision of this  
Agreement, the Servicer, acting on behalf of the Trust hereunder, shall not     
rent, lease, or otherwise earn income on behalf of any REMIC created hereunder  
with respect to any REO Property which might cause such REO Property to fail to 
qualify as "foreclosure" property within the meaning of section 860G(a)(8) of   
the Code or result in the receipt by any REMIC created hereunder of any "income 
from non-permitted assets" within the meaning of section 860F(a)(2) of the Code 
or any "net income from foreclosure property" which is subject to tax under the 
REMIC Provisions unless the Servicer has advised the Trustee in writing to the  
effect that, under the REMIC Provisions, such action would not adversely affect 
the status of any REMIC created hereunder as a REMIC and any income generated   
for such REMIC by the REO Property would not result in the imposition of a tax  
upon such REMIC.                                                                

      (b) The Servicer shall make reasonable efforts to sell any REO
Property for its fair market value. In any event, however, the Servicer shall   
dispose of any REO Property before the close of the third calendar year         
beginning after the year of its acquisition by the Trust Fund unless the        
Servicer has received a grant of extension from the Internal Revenue Service to 
the effect that, under the REMIC Provisions and any relevant proposed           
legislation and under applicable state law, any REMIC constituting part of the  
Trust Fund may hold REO Property for a longer period without adversely affecting
its REMIC status or causing the imposition of a Federal or state tax upon any   
REMIC constituting part of the Trust Fund. If the Servicer has received such an 
extension, then the Servicer shall continue to attempt to sell the REO Property 
for its fair market value as determined in good faith by the Servicer for such  
longer period as such extension permits (the "Extended Period"). If the Servicer
has not received such an extension and the Servicer is unable to sell the REO   
Property by September 30th of the third year after its acquisition by the Trust 
Fund or if the Servicer has received such an extension, and the Servicer is     
unable to sell the REO Property within the period ending three months before the
close of the Extended Period, the Servicer shall, before the end of the         
applicable period, (i) purchase such REO Property at a price equal to the REO   
Property's fair market value as determined in good faith by the Servicer or (ii)
auction the REO Property to the highest bidder (which may be the Servicer) in an
auction reasonably designed to produce a fair price prior to the expiration of  
the applicable period.                                                          

Section 9.05 Grantor Trust Administration.              

            The parties intend that the portions of the Trust Fund consisting of
the right of the Class P Certificates to receive Prepayment Penalties,          
Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty   
Payment Amounts, the right of the Certificates (other than the Class CE, Class  
P, Class R and Class R-X Certificates) to receive Cap Carryover Amounts, the    
Reserve Account and the right of the Class CE Certificates to receive Yield     
Maintenance Agreement Payments subject to the obligation of the Class CE        
Certificates to pay Cap Carryover Amounts, shall be treated as a "grantor trust"
under the Code, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, the Securities Administrator  
shall furnish or cause to be furnished (i) the Holders of the Class P           
Certificates, (ii) to the Holders of the Regular Certificates (other than the   
Class CE Certificates) and (iii) to the Holders of the Class CE Certificates and
shall file or cause to be filed with the Internal Revenue Service together with 
Form 1041 or such other form as may be applicable, their allocable shares of    
income and expenses with respect to the property held by the Grantor Trust, at  
the time or times and in the manner required by the Code.                       

 ARTICLE X

 TERMINATION

Section 10.01 Termination.                              

            (a) The respective obligations and responsibilities of the Servicer,
the Depositor, the Trustee, the Securities Administrator and the Certificate    
Registrar created hereby (other than the obligation of the Trustee to make      
certain payments to Certificateholders after the final Distribution Date and the
obligation of the Securities Administrator to send certain notices as           
hereinafter set forth) shall terminate upon notice to the Trustee upon the      
earliest of (i) the Distribution Date on which the Principal Balance of each    
Class of Certificates has been reduced to zero, (ii) the final payment or other 
liquidation of the last Mortgage Loan in the Trust, and (iii) the optional      
purchase by the Majority Class CE Certificateholders, or if there is no Majority
Class CE Certificateholders, the Depositor of the Mortgage Loans as described   
below. Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor  
of the descendants of Joseph P. Kennedy, the late ambassador of the United      
States to the Court of St. James, living on the date hereof.                    

         The Majority Class CE Certificateholders or Depositor may, at its
option, terminate the Trust Fund and retire the Certificates on the next        
succeeding Distribution Date upon which the aggregate current Pool Balance is   
less than 10% of the Cut-off Date Aggregate Principal Balance by purchasing all 
of the outstanding (i) Mortgage Loans in the Trust Fund at a price equal to the 
sum of the outstanding unpaid principal balance of the Mortgage Loans and except
to the extent previously advanced by the Servicer, accrued and unpaid interest  
thereon at the weighted average of the Mortgage Interest Rates through the end  
of the Collection Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances and any unpaid Servicing Fees allocable to such    
Mortgage Loans and (ii) REO Properties in the Trust Fund at a price equal to    
their fair market value as determined in good faith by the Servicer (the        
"Termination Price"). If the Majority Class CE Certificateholder (or, if there  
is no Majority Class CE Certificateholder, the Depositor or an affiliate of the 
Depositor) is subject to regulation by the OCC, the FDIC, the Federal Reserve or
the Office of Thrift Supervision, however, the option may not be exercised      
unless the aggregate fair market value of the Mortgage Loans and REO Properties 
is greater than or equal to the Termination Price. Notwithstanding the          
foregoing, no party may exercise this optional purchase right unless any        
Reimbursement Amount owed to the Trust pursuant to Section 2.03 hereof has been 
paid.                                                                           

        Any such purchase shall be accomplished by delivery by the party
exercising the optional purchase right on the Determination Date before such    
Distribution Date of the Termination Price to the Securities Administrator for  
deposit into the Distribution Account as part of Available Funds.               

       (b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which  
the Certificateholders may surrender their Certificates to the Securities       
Administrator for payment of the final distribution and cancellation, shall be  
given promptly by the Securities Administrator upon the Securities Administrator
receiving notice of such date from the Depositor by letter to the               
Certificateholders and the Securities Administrator mailed not earlier than the 
15th day of the month preceding the month of such final distribution and not    
later than the 15th day of the month of such final distribution specifying (1)  
the Distribution Date upon which final distribution of the Certificates will be 
made upon presentation and surrender of such Certificates at the office or      
agency of the Securities Administrator therein designated, (2) the amount of any
such final distribution and (3) that the Record Date otherwise applicable to    
such Distribution Date is not applicable, distributions being made only upon    
presentation and surrender of the Certificates at the office or agency of the   
Securities Administrator therein specified. Not less than five (5) Business Days
prior to such Determination Date relating to such Distribution Date, the        
Securities Administrator shall notify the Depositor of the amount of any unpaid 
Reimbursement Amount owed to the Trust.                                         

    (c) Upon presentation and surrender of the Certificates, the
Securities Administrator shall cause to be distributed to the Holders of the    
Certificates on the Distribution Date for such final distribution, in proportion
to the Percentage Interests of their respective Class and to the extent that    
funds are available for such purpose, an amount equal to the amount required to 
be distributed to such Holders in accordance with the provisions of Sections    
4.01 and 4.02 for such Distribution Date.                                       

        (d) In the event that all Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before such final   
Distribution Date, the Securities Administrator shall promptly following such   
date cause all funds in the Distribution Account not distributed in final       
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow      
account for the benefit of such Certificateholders, and the Servicer shall give 
a second written notice to the remaining Certificateholders, to surrender their 
Certificates for cancellation and receive the final distribution with respect   
thereto. If within nine months after the second notice all the Certificates     
shall not have been surrendered for cancellation, the Residual                  
Certificateholders shall be entitled to all unclaimed funds and other assets    
which remain subject hereto (except with respect to the Class CE and Class P    
Certificates) and the Securities Administrator upon transfer of such funds shall
be discharged of any responsibility for such funds, and all other               
Certificateholders shall look to the Residual Certificateholders for payment.   

Section 10.02 Additional Termination Requirements.      

         (a) In the event that the Majority Class CE Certificateholders or
the Depositor exercises its purchase option as provided in Section 10.01, the   
Trust shall be terminated in accordance with the following additional           
requirements, unless the Securities Administrator shall have been furnished with
an Opinion of Counsel to the effect that the failure of the Trust to comply with
the requirements of this Section will not (i) result in the imposition of taxes 
on "prohibited transactions" of the Trust as defined in Section 860F of the Code
or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify  
as a REMIC at any time that any Certificates (other than the Class P            
Certificates) are outstanding:                                                  

         (i) The Securities Administrator shall designate a date within 90
      days prior to the final Distribution Date as the date of adoption of plans
     of complete liquidation of each of REMIC 1, REMIC 2 and REMIC A and shall
   specify such date in the final federal income tax return of each REMIC;

 (ii) After the date of adoption of such plans of complete
      liquidation and at or prior to the final Distribution Date, the Securities
   Administrator shall sell all of the assets of the Trust to the Majority
Class CE Certificateholders or Depositor for cash; and              

   (iii) At the time of the making of the final payment on the
     Certificates, the Securities Administrator shall distribute or credit, or
     cause to be distributed or credited in the order of priority set forth in
   Section 4.02 and then (A) to the Class R Certificateholder, all cash on
hand in respect of REMIC 1 and REMIC 2 and (B) to the Class R-X     
Certificateholder, all cash on hand in respect of REMIC A after such
 payment (other than cash retained to meet claims) and the Trust shall
terminate at such time.                                             

           (b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Securities Administrator as their attorney in fact to: (i) 
designate such date of adoption of plans of complete liquidation and (ii) to    
take such other action in connection therewith as may be reasonably required to 
carry out such plans of complete liquidation all in accordance with the terms   
hereof.                                                                         

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment.                                

         This Agreement may be amended from time to time by the Depositor,
the Servicer, the Securities Administrator and the Trustee without the consent  
of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct,
modify or supplement any provision herein which may be inconsistent with any    
other provision herein or the Prospectus Supplement, (iii) to make any other    
provisions with respect to matters or questions arising under this Agreement,   
which shall not be inconsistent with the provisions of this Agreement or (iv) to
comply with any requirements imposed by the Code; provided, however, that any   
such action listed in clause (iii) above shall not adversely affect in any      
respect the interests of any Certificateholder, as evidenced by (i) delivery to 
the Depositor, the Servicer, the Securities Administrator and the Trustee of    
written notification from each Rating Agency that provides, at the request of   
the Depositor, a rating for each outstanding Class of Certificates (other than  
the Class CE, Class P, Class R and Class R-X Certificates) to the effect that   
such amendment will not cause such Rating Agency to lower or withdrawal of the  
then current rating of such outstanding Classes of Certificates with respect to 
which it is a Rating Agency, or (ii) an Opinion of Counsel delivered to the     
Servicer, the Securities Administrator and the Trustee.                         

           In addition, this Agreement may be amended from time to time by the
Depositor, the Servicer, the Securities Administrator and the Trustee, with the 
consent of the Majority Certificateholders for the purpose of adding any        
provisions to or changing in any manner or eliminating any of the provisions of 
this Agreement or of modifying in any manner the rights of the Holders of       
Certificates; provided, however, that no such amendment or waiver shall (x)     
reduce in any manner the amount of, or delay the timing of, payments on the     
Certificates which are required to be made on any Certificate without the       
consent of the Holder of such Certificate, (y) adversely affect in any material 
respect the interests of the Holders of any Class of Certificates in a manner   
other than as described in clause (x) above, without the consent of the Holders 
of Certificates of such Class aggregating at least 66 2/3% of the Voting        
Interests evidenced by such Class, or (z) reduce the percentage of Voting       
Interests required by clause (y) above without the consent of the Holders of all
Certificates of such Class then outstanding. Upon approval of an amendment, a   
copy of such amendment shall be sent to the Rating Agencies. Prior to the       
execution of any amendment to this Agreement, the Trustee and the Securities    
Administrator will not consent to any amendment of the applicable Agreement     
unless it shall first have received an Opinion of Counsel stating that the      
execution of such amendment is authorized or permitted by this Agreement. Each  
of the Securities Administrator and Trustee may, but shall not be obligated to, 
enter into any such amendment which affects the Trustee's or Securities         
Administrator's own rights, duties or immunities under this Agreement.          

        Notwithstanding any provision of this Agreement to the contrary,
neither the Securities Administrator, nor the Trustee shall consent to any      
amendment to this Agreement unless it shall have first received an Opinion of   
Counsel, delivered by (and at the expense of) the Person seeking such Amendment,
to the effect that such amendment will not result in the imposition of a tax on 
any REMIC constituting part of the Trust Fund pursuant to the REMIC Provisions  
or cause any REMIC constituting part of the Trust Fund to fail to qualify as a  
REMIC or the Grantor Trust to fail to qualify as a grantor trust at any time    
that any Certificates are outstanding and that the amendment is being made in   
accordance with the terms hereof.                                               

         Promptly after the execution of any such amendment the Securities
Administrator shall furnish, at the expense of the Person that requested the    
amendment if such Person is the Servicer (but in no event at the expense of the 
Trustee), otherwise at the expense of the Trust, a copy of such amendment and   
the Opinion of Counsel referred to in the immediately preceding paragraph to the
Servicer and each Rating Agency.                                                

       It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed         
amendment; instead it shall be sufficient if such consent shall approve the     
substance thereof. The manner of obtaining such consents and of evidencing the  
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Securities Administrator may prescribe.      

Section 11.02 Recordation of Agreement; Counterparts.   

            To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in   
all the counties or other comparable jurisdictions in which any or all of the   
properties subject to the Mortgages are situated, and in any other appropriate  
public recording office or elsewhere, such recordation to be effected by the    
Servicer at the expense of the Trust, but only upon direction of                
Certificateholders, accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the            
Certificateholders.                                                             

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed          
simultaneously in any number of counterparts, each of which counterparts shall  
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.                                                    

 Section 11.03 Limitation on Rights of Certificateholders.

      The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such             
Certificateholder's legal representatives or heirs to claim an accounting or to 
take any action or proceeding in any court for a partition or winding up of the 
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the 
parties hereto or any of them.                                                  

           Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and     
management of the Trust, or the obligations of the parties hereto, nor shall    
anything herein set forth or contained in the terms of the Certificates be      
construed so as to constitute the Certificateholders from time to time as       
partners or members of an association; nor shall any Certificateholder be under 
any liability to any third person by reason of any action taken by the parties  
to this Agreement pursuant to any provision hereof.                             

            No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at   
law upon or under or with respect to this Agreement, unless such Holder         
previously shall have given to the Trustee a written notice of default and of   
the continuance thereof, as herein provided, and unless also the Holders of     
Certificates entitled to at least 25% of the Voting Interests shall have made   
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such    
reasonable indemnity as it may require against the costs, expenses and          
liabilities to be incurred therein or thereby, and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood   
and intended, and expressly covenanted by each Certificateholder with every     
other Certificateholder and the Trustee, that no one or more Holders of         
Certificates shall have any right in any manner whatever by virtue of any       
provision of this Agreement to affect, disturb or prejudice the rights of the   
Holders of any other of such Certificates, or to obtain or seek to obtain       
priority over or preference to any other such Holder, which priority or         
preference is not otherwise provided for herein, or to enforce any right under  
this Agreement, except in the manner herein provided and for the equal, ratable 
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

Section 11.04 Governing Law; Jurisdiction.              

            This Agreement shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties      
hereunder shall be determined in accordance with such laws. With respect to any 
claim arising out of this Agreement, each party irrevocably submits to the      
exclusive jurisdiction of the courts of the State of New York and the United    
States District Court located in the Borough of Manhattan in The City of New    
York, and each party irrevocably waives any objection which it may have at any  
time to the laying of venue of any suit, action or proceeding arising out of or 
relating hereto brought in any such courts, irrevocably waives any claim that   
any such suit, action or proceeding brought in any such court has been brought  
in any inconvenient forum and further irrevocably waives the right to object,   
with respect to such claim, suit, action or proceeding brought in any such      
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.                           

Section 11.05 Notices.                                  

         All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by first class mail, postage prepaid, or by express delivery service, to (a) in 
the case of the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, 
New York, New York 10018, Attention: WFHET 2005-2, or such other address as may 
hereafter be furnished to the Depositor, the Securities Administrator and the   
Servicer in writing by the Trustee, (b) in the case of the Depositor, Wells     
Fargo Asset Securities Corporation, 7430 New Technology Way, Frederick, Maryland
21703, Attention: Vice President, Structured Finance, or such other address as  
may be furnished to the Servicer, the Securities Administrator and the Trustee  
in writing by the Depositor, (c) in the case of the Servicer, Wells Fargo Bank, 
N.A., 405 Southwest 5th Street, Des Moines, Iowa 50309, Attention: Senior Vice  
President, Servicing, and Wells Fargo Bank, N.A., 1 Home Campus, Des Moines,    
Iowa 50328 0001, Attention: John B. Brown, MAC X2401 042, or such other address 
as may be hereafter furnished to the Depositor, the Trustee and the Securities  
Administrator by the Servicer in writing and (d) in the case of the Securities  
Administrator, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,       
Maryland 21045, Attention: Client Manager-WFHET, Series 2005-2, or such other   
address as may be hereafter furnished to the Depositor, the Trustee and the     
Servicer by the Securities Administrator in writing. Any notice required or     
permitted to be mailed to a Certificateholder shall be given by first class     
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Notice of any Servicer Event of Termination shall be given by telecopy
and by certified mail. Any notice so mailed within the time prescribed in this  
Agreement shall be conclusively presumed to have duly been given when mailed,   
whether or not the Certificateholder receives such notice. A copy of any notice 
required to be telecopied hereunder shall also be mailed to the appropriate     
party in the manner set forth above.                                            

Section 11.06 Severability of Provisions.               

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall for any reason whatsoever be held invalid, then such    
covenants, agreements, provisions or terms shall be deemed severable from the   
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this 
Agreement or of the Certificates or the rights of the Holders thereof.          

Section 11.07 Article and Section References.           

         All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.             

Section 11.08 Notice to the Rating Agencies.            

         (a) Each of the Trustee and the Securities Administrator shall be
obligated to use its reasonable efforts promptly to provide notice to the Rating
Agencies with respect to each of the following of which a Responsible Officer of
the Trustee or the Securities Administrator, as the case may be, has actual     
knowledge:                                                                      

(i) any material change or amendment to this Agreement; 

         (ii) the occurrence of any Servicer Event of Termination that has
not been cured or waived;                                           

            (iii) the resignation or termination of the Servicer, the Securities
Administrator or the Trustee;                                       

           (iv) the final payment to Holders of the Certificates of any Class;

(v) any change in the location of any Account; and      

       (vi) if the Trustee is acting as successor servicer pursuant to
    Section 7.02 hereof, any event that would result in the inability of the
Trustee to make Advances.                                           

           In addition, the Securities Administrator shall promptly furnish to
each Rating Agency copies of the following:                                     

           (A) each annual statement as to compliance described in
Section 3.19 hereof;                                    

             (B) each annual independent public accountants' servicing
report described in Section 3.20 hereof; and            

                (C) each notice delivered pursuant to Section 7.01(a) hereof
            which relates to the fact that the Servicer has not made an Advance.

          Any such notice pursuant to this Section 11.08 shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to: Fitch     
Ratings, One State Street Plaza, New York, New York 10004, Attention: Managing  
Director, Residential Mortgage-Backed Securities; Moody's Investors Service,    
Inc., 99 Church Street, New York, New York 10007, Attention: Attention: Managing
Director, Residential Mortgage-Backed Securities; and Standard & Poor's, a      
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10041, Attention: Mortgage Surveillance Group.                                  

Section 11.09 Further Assurances.                       

          Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders, the Securities Administrator nor the Trustee shall  
have any obligation to consent to any amendment or modification of this         
Agreement unless they have been provided reasonable security or indemnity       
against their out-of-pocket expenses (including reasonable attorneys' fees) to  
be incurred in connection therewith.                                            

Section 11.10 Benefits of Agreement.                    

      Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the    
parties hereto and their successors hereunder, any benefit or any legal or      
equitable right, remedy or claim under this Agreement, except that the Custodian
is an express third party beneficiary of this Agreement for purposes of Section 
8.05.                                                                           

Section 11.11 Acts of Certificateholders.               

           (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by the   
Certificateholders may be embodied in and evidenced by one or more instruments  
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing; and such action shall become effective when    
such instrument or instruments are delivered to the Trustee, the Securities     
Administrator and the Servicer. Such instrument or instruments (and the action  
embodied therein and evidenced thereby) are herein sometimes referred to as the 
"act" of the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Agreement and conclusive in favor of the  
Securities Administrator, the Trustee and the Trust, if made in the manner      
provided in this Section 11.11.                                                 

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

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

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       IN WITNESS WHEREOF, the Depositor, the Servicer, the Securities
Administrator and the Trustee have caused their names to be signed hereto by    
their respective officers thereunto duly authorized, all as of the day and year 
first above written.                                                            

                            WELLS FARGO ASSET SECURITIES
                               CORPORATION, as Depositor

   By:
                                           -------------------------------------
                            Name: Bradley A. Davis
                           Title: Vice President

                                   WELLS FARGO BANK, N.A., as Servicer

   By:
                                           -------------------------------------
                            Name: Bradley A. Davis
                           Title: Vice President

                                     WELLS FARGO BANK, N.A., as Securities
                   Administrator

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

                                    HSBC BANK USA, NATIONAL ASSOCIATION,
                as Trustee

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

EX-4 6th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 6th
STATE OF MARYLAND       )                                                       
) ss.:                          
COUNTY OF FREDERICK     )                                                       

            On the 29th day of September, 2005 before me, a notary public in and
for said State, personally appeared Bradley A. Davis, known to me to be a Vice  
President of Wells Fargo Asset Securities Corporation, a Delaware corporation,  
that executed the within instrument, and also known to me to be the person who  
executed it on behalf of said corporation, and acknowledged to me that such     
corporation executed the within instrument.                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

           Notary Public

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STATE OF MARYLAND       )                                                       
) ss.:                          
COUNTY OF FREDERICK     )                                                       

            On the 29th day of September, 2005 before me, a notary public in and
for said State, personally appeared Bradley A. Davis, known to me to be a Vice  
President of Wells Fargo Bank, N.A., a national banking association, that       
executed the within instrument, and also known to me to be the person who       
executed it on behalf of said association, and acknowledged to me that such     
corporation executed the within instrument.                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

           Notary Public

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STATE OF                )                                                       
) ss.:                          
COUNTY OF               )                                                       

            On the 29th day of September, 2005 before me, a notary public in and
for said State, personally appeared _______________, known to me to be a _______
of Wells Fargo Bank, N.A., a national banking association, that executed the    
within instrument, and also known to me to be the person who executed it on     
behalf of said association, and acknowledged to me that such association        
executed the within instrument.                                                 

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

           Notary Public

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STATE OF                )                                                       
) ss.:                          
COUNTY OF               )                                                       

            On the 29th day of September, 2005 before me, a notary public in and
for said State, personally appeared _______________, known to me to be a _______
of HSBC Bank USA, National Association, a national banking association, that    
executed the within instrument, and also known to me to be the person who       
executed it on behalf of said association, and acknowledged to me that such     
association executed the within instrument.                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

           Notary Public

EX-4 10th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 10th
EXHIBIT A-AI-1A   

[FORM OF THE CLASS AI-1A CERTIFICATE]   

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS AI-1A

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class AI-1A               Original Principal Balance of the      
                                    Class AI-1A Certificates as of the
                               Closing Date: $300,118,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing:                                                  
September 29, 2005                                                              
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AA 8                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class AI-1A Certificates)  
in that certain beneficial ownership interest evidenced by all the Class AI-1A  
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date from funds in the Distribution     
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class AI-1A Certificates on such Distribution Date pursuant to the Agreement.   

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class AI-1A Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

       The Pass-Through Rate for the Class AI-1A Certificates for each
Distribution Date will be the lesser of (i) the Class AI-1A Formula Rate and    
(ii) the Group I Cap. Interest will accrue on the Class AI-1A Certificates      
during each Interest Accrual Period at the Pass-Through Rate.                   

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class AI-1A       
Certificates.                                                                   

       The Class AI-1A 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Securities Administrator and the Trustee and the   
rights of the Certificateholders under the Agreement at any time by the         
Depositor, the Servicer, the Securities Administrator and the Trustee with the  
consent of the Holders of Certificates entitled to the Voting Interests         
identified in the Agreement. Any such consent by the Holder of this Certificate 
shall be conclusive and binding on such Holder and upon all future Holders of   
this Certificate and of any Certificate issued upon the transfer hereof or in   
exchange herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Securities Administrator and required to be paid to 
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage    
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated 
in the Agreement at a price determined as provided in the Agreement from the    
Trust Fund of all Mortgage Loans and all property acquired in respect of such   
Mortgage Loans. The Agreement permits, but does not require, the party          
designated in the Agreement to purchase from the Trust Fund all 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 right will effect early      
retirement of the Certificates; however, such right to purchase is subject to   
the aggregate Principal Balance of the Mortgage Loans at the time of purchase   
being 10% or less of the Cut-off Date Aggregate Principal Balance.              

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 11th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 11th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 12th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 12th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 13th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 13th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 14th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 14th
 EXHIBIT A-AI-1B

 [FORM OF THE CLASS AI-1B CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS AI-1B

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class AI-1B               Original Principal Balance of the      
                                    Class AI-1B Certificates as of the
                              Closing Date: $75,029,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AB 6                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class AI-1B Certificates)  
in that certain beneficial ownership interest evidenced by all the Class AI-1B  
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class AI-1B Certificates on such Distribution Date pursuant to the Agreement.   

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class AI-1B Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

       The Pass-Through Rate for the Class AI-1B Certificates for each
Distribution Date will be the lesser of (i) the Class AI-1B Formula Rate and    
(ii) the Group I Cap. Interest will accrue on the Class AI-1B Certificates      
during each Interest Accrual Period at the Pass-Through Rate.                   

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class AI-1B       
Certificates.                                                                   

       The Class AI-1B 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Securities Administrator and the Trustee and the   
rights of the Certificateholders under the Agreement at any time by the         
Depositor, the Servicer, the Securities Administrator and the Trustee with the  
consent of the Holders of Certificates entitled to the Voting Interests         
identified in the Agreement. Any such consent by the Holder of this Certificate 
shall be conclusive and binding on such Holder and upon all future Holders of   
this Certificate and of any Certificate issued upon the transfer hereof or in   
exchange herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Securities Administrator and required to be paid to 
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage    
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated 
in the Agreement at a price determined as provided in the Agreement from the    
Trust Fund of all Mortgage Loans and all property acquired in respect of such   
Mortgage Loans. The Agreement permits, but does not require, the party          
designated in the Agreement to purchase from the Trust Fund all 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 right will effect early      
retirement of the Certificates; however, such right to purchase is subject to   
the aggregate Principal Balance of the Mortgage Loans at the time of purchase   
being 10% or less of the Cut-off Date Aggregate Principal Balance.              

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 15th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 15th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 16th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 16th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 17th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 17th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 18th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 18th
 EXHIBIT A-AII-1

 [FORM OF THE CLASS AII-1 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS AII-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class AII-1               Original Principal Balance of the      
                                    Class AII-1 Certificates as of the
                               Closing Date: $161,938,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AC 4                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class AII-1 Certificates)  
in that certain beneficial ownership interest evidenced by all the Class AII-1  
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class AII-1 Certificates on such Distribution Date pursuant to the Agreement.   

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class AII-1 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

       The Pass-Through Rate for the Class AII-1 Certificates for each
Distribution Date will be the lesser of (i) the Class AII-1 Formula Rate and    
(ii) the Group II Cap. Interest will accrue on the Class AII-1 Certificates     
during each Interest Accrual Period at the Pass-Through Rate.                   

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class AII-1       
Certificates.                                                                   

       The Class AII-1 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Securities Administrator and the Trustee and the   
rights of the Certificateholders under the Agreement at any time by the         
Depositor, the Servicer, the Securities Administrator and the Trustee with the  
consent of the Holders of Certificates entitled to the Voting Interests         
identified in the Agreement. Any such consent by the Holder of this Certificate 
shall be conclusive and binding on such Holder and upon all future Holders of   
this Certificate and of any Certificate issued upon the transfer hereof or in   
exchange herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 19th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 19th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 20th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 20th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 21st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 21st
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 22nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 22nd
 EXHIBIT A-AII-2

 [FORM OF THE CLASS AII-2 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS AII-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class AII-2               Original Principal Balance of the      
                                    Class AII-2 Certificates as of the
                               Closing Date: $154,684,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AS 9                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class AII-2 Certificates)  
in that certain beneficial ownership interest evidenced by all the Class AII-2  
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class AII-2 Certificates on such Distribution Date pursuant to the Agreement.   

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class AII-2 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

       The Pass-Through Rate for the Class AII-2 Certificates for each
Distribution Date will be the lesser of (i) the Class AII-2 Formula Rate and    
(ii) the Group II Cap. Interest will accrue on the Class AII-2 Certificates     
during each Interest Accrual Period at the Pass-Through Rate.                   

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class AII-2       
Certificates.                                                                   

       The Class AII-2 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Securities Administrator and the Trustee and the   
rights of the Certificateholders under the Agreement at any time by the         
Depositor, the Servicer, the Securities Administrator and the Trustee with the  
consent of the Holders of Certificates entitled to the Voting Interests         
identified in the Agreement. Any such consent by the Holder of this Certificate 
shall be conclusive and binding on such Holder and upon all future Holders of   
this Certificate and of any Certificate issued upon the transfer hereof or in   
exchange herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 23rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 23rd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 24th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 24th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 25th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 25th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 26th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 26th
 EXHIBIT A-AII-3

 [FORM OF THE CLASS AII-3 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS AII-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class AII-3               Original Principal Balance of the      
                                    Class AII-3 Certificates as of the
                              Closing Date: $23,781,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AT 7                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class AII-3 Certificates)  
in that certain beneficial ownership interest evidenced by all the Class AII-3  
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class AII-3 Certificates on such Distribution Date pursuant to the Agreement.   

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class AII-3 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

       The Pass-Through Rate for the Class AII-3 Certificates for each
Distribution Date will be the lesser of (i) the Class AII-3 Formula Rate and    
(ii) the Group II Cap. Interest will accrue on the Class AII-3 Certificates     
during each Interest Accrual Period at the Pass-Through Rate.                   

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class AII-3       
Certificates.                                                                   

       The Class AII-3 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Securities Administrator and the Trustee and the   
rights of the Certificateholders under the Agreement at any time by the         
Depositor, the Servicer, the Securities Administrator and the Trustee with the  
consent of the Holders of Certificates entitled to the Voting Interests         
identified in the Agreement. Any such consent by the Holder of this Certificate 
shall be conclusive and binding on such Holder and upon all future Holders of   
this Certificate and of any Certificate issued upon the transfer hereof or in   
exchange herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 27th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 27th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 28th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 28th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 29th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 29th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 30th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 30th
 EXHIBIT B-1

 [FORM OF CLASS M-1 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A 
     CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.                                                          

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 31st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 31st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-1                 Original Principal Balance of the      
                                  Class M-1 Certificates as of the
                              Closing Date: $22,716,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AD 2                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-1 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-1       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-1 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-1 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-1 Certificates for each
Distribution Date will be the lesser of (i) the Class M-1 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-1 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-1         
Certificates.                                                                   

     The Class M-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates as described in the Pooling and Servicing Agreement referred to    
herein.                                                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Securities Administrator and required to be paid to 
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage    
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated 
in the Agreement at a price determined as provided in the Agreement from the    
Trust Fund of all Mortgage Loans and all property acquired in respect of such   
Mortgage Loans. The Agreement permits, but does not require, the party          
designated in the Agreement to purchase from the Trust Fund all 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 right will effect early      
retirement of the Certificates; however, such right to purchase is subject to   
the aggregate Principal Balance of the Mortgage Loans at the time of purchase   
being 10% or less of the Cut-off Date Aggregate Principal Balance.              

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 32nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 32nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 33rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 33rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 34th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 34th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 35th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 35th
 EXHIBIT B-2

 [FORM OF CLASS M-2 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

   THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
      CLASS M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.                                                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 36th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 36th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-2                 Original Principal Balance of the      
                                  Class M-2 Certificates as of the
                              Closing Date: $15,726,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AE 0                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-2 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-2       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-2 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-2 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-2 Certificates for each
Distribution Date will be the lesser of (i) the Class M-2 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-2 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-2         
Certificates.                                                                   

     The Class M-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates and Class M-1 Certificates as described in the Pooling and         
Servicing Agreement referred to herein.                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 37th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 37th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 38th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 38th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 39th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 39th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 40th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 40th
 EXHIBIT B-3

 [FORM OF CLASS M-3 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
    M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.                                       

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 41st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 41st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-3                 Original Principal Balance of the      
                                  Class M-3 Certificates as of the
                              Closing Date: $15,290,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AF 7                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-3 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-3       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-3 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-3 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-3 Certificates for each
Distribution Date will be the lesser of (i) the Class M-3 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-3 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-3         
Certificates.                                                                   

     The Class M-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1 and Class M-2 Certificates as described in the Pooling and Servicing  
Agreement referred to herein.                                                   

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 42nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 42nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 43rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 43rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 44th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 44th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 45th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 45th
 EXHIBIT B-4

 [FORM OF CLASS M-4 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
     M-1, CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 46th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 46th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-4

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-4                 Original Principal Balance of the      
                                  Class M-4 Certificates as of the
                              Closing Date: $14,852,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AG 5                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-4 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-4       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-4 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-4 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-4 Certificates for each
Distribution Date will be the lesser of (i) the Class M-4 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-4 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-4         
Certificates.                                                                   

     The Class M-4 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2 and Class M-3 Certificates as described in the Pooling and 
Servicing Agreement referred to herein.                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 47th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 47th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 48th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 48th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 49th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 49th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 50th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 50th
 EXHIBIT B-5

 [FORM OF CLASS M-5 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
    M-1, CLASS M-2, CLASS M-3 AND CLASS M-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 51st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 51st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-5

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-5                 Original Principal Balance of the      
                                  Class M-5 Certificates as of the
                             Closing Date: $9,174,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AH 3                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-5 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-5       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-5 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-5 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-5 Certificates for each
Distribution Date will be the lesser of (i) the Class M-5 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-5 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-5         
Certificates.                                                                   

     The Class M-5 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates as described in the  
Pooling and Servicing Agreement referred to herein.                             

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 52nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 52nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 53rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 53rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 54th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 54th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 55th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 55th
 EXHIBIT B-6

 [FORM OF CLASS M-6 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
M-1, CLASS M-2, CLASS M-3, CLASS M-4 AND CLASS M-5 CERTIFICATES AS  
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 56th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 56th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-6

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-6                 Original Principal Balance of the      
                                  Class M-6 Certificates as of the
                              Closing Date: $13,542,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AJ 9                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-6 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-6       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-6 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-6 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-6 Certificates for each
Distribution Date will be the lesser of (i) the Class M-6 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-6 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-6         
Certificates.                                                                   

     The Class M-6 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates as        
described in the Pooling and Servicing Agreement referred to herein.            

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 57th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 57th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 58th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 58th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 59th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 59th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 60th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 60th
 EXHIBIT B-7

 [FORM OF CLASS M-7 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5 AND CLASS M-6 CERTIFICATES
   AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 61st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 61st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-7

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-7                 Original Principal Balance of the      
                                  Class M-7 Certificates as of the
                             Closing Date: $9,611,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AK 6                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-7 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-7       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-7 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-7 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-7 Certificates for each
Distribution Date will be the lesser of (i) the Class M-7 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-7 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-7         
Certificates.                                                                   

     The Class M-7 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates
as described in the Pooling and Servicing Agreement referred to herein.         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 62nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 62nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 63rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 63rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 64th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 64th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 65th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 65th
 EXHIBIT B-8

 [FORM OF CLASS M-8 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
    M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6 AND CLASS M-7
     CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.                                                          

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 66th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 66th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-8

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-8                 Original Principal Balance of the      
                                  Class M-8 Certificates as of the
                             Closing Date: $7,426,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AL 4                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-8 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-8       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-8 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-8 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-8 Certificates for each
Distribution Date will be the lesser of (i) the Class M-8 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-8 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-8         
Certificates.                                                                   

     The Class M-8 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7  
Certificates as described in the Pooling and Servicing Agreement referred to    
herein.                                                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 67th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 67th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 68th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 68th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 69th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 69th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 70th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 70th
 EXHIBIT B-9

 [FORM OF CLASS M-9 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
     M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7 AND
      CLASS M-8 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.                                                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 71st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 71st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS M-9

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-9                 Original Principal Balance of the      
                                  Class M-9 Certificates as of the
                             Closing Date: $8,737,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AM 2                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-9 Certificates) in 
that certain beneficial ownership interest evidenced by all the Class M-9       
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-9 Certificates on such Distribution Date pursuant to the Agreement.     

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-9 Certificates, or by check mailed by first class mail to the  
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

     The Pass-Through Rate for the Class M-9 Certificates for each
Distribution Date will be the lesser of (i) the Class M-9 Formula Rate and (ii) 
the Pool Cap. Interest will accrue on the Class M-9 Certificates during each    
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-9         
Certificates.                                                                   

     The Class M-9 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and 
Class M-8 Certificates as described in the Pooling and Servicing Agreement      
referred to herein.                                                             

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 72nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 72nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 73rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 73rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 74th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 74th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 75th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 75th
EXHIBIT B-10

[FORM OF CLASS M-10 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
  M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
CLASS M-8 AND CLASS M-9 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 76th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 76th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
 SERIES 2005-2, CLASS M-10

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-10                Original Principal Balance of the      
                                   Class M-10 Certificates as of the
                             Closing Date: $8,737,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AN 0                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-10 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-10      
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-10 Certificates on such Distribution Date pursuant to the Agreement.    

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-10 Certificates, or by check mailed by first class mail to the 
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

      The Pass-Through Rate for the Class M-10 Certificates for each
Distribution Date will be the lesser of (i) the Class M-10 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-10 Certificates during each   
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-10        
Certificates.                                                                   

      The Class M-10 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,    
Class M-8 and Class M-9 Certificates as described in the Pooling and Servicing  
Agreement referred to herein.                                                   

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 77th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 77th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 78th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 78th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 79th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 79th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 80th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 80th
EXHIBIT B-11

[FORM OF CLASS M-11 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
  M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
CLASS M-8, CLASS M-9 AND CLASS M-10 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

EX-4 81st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 81st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
 SERIES 2005-2, CLASS M-11

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-11                Original Principal Balance of the      
                                   Class M-11 Certificates as of the
                             Closing Date: $6,116,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AP 5                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-11 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-11      
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-11 Certificates on such Distribution Date pursuant to the Agreement.    

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-11 Certificates, or by check mailed by first class mail to the 
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

      The Pass-Through Rate for the Class M-11 Certificates for each
Distribution Date will be the lesser of (i) the Class M-11 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-11 Certificates during each   
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-11        
Certificates.                                                                   

      The Class M-11 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,    
Class M-8, Class M-9 and Class M-10 Certificates as described in the Pooling and
Servicing Agreement referred to herein.                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 82nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 82nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 83rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 83rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 84th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 84th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 85th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 85th
EXHIBIT B-12

[FORM OF CLASS M-12 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
  M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
     CLASS M-8, CLASS M-9, CLASS M-10 AND CLASS M-11 CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.          

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

      THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
   ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A    
    TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

    THE INITIAL PURCHASER IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER
      OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN,
     IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.    

   UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN    
    INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE
OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE  
    (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN
THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS     
CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE  
      CERTIFICATE REGISTRAR AND DEPOSITOR EITHER (I) A REPRESENTATION LETTER, IN
FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
      DEPOSITOR, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY
     SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR
(B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO 
   PURCHASE THIS 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)), 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 ALL PLANS THAT
 HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
  TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE EFFECT THAT THE
     PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN 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, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE
 TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION IN ADDITION TO
    THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
     ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE
      MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO
  IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE  
      PRECEDING SENTENCE TO THE CERTIFICATE REGISTRAR AND DEPOSITOR. THE POOLING
     AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
      IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.                         

EX-4 86th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 86th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
 SERIES 2005-2, CLASS M-12

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-12                Original Principal Balance of the      
                                   Class M-12 Certificates as of the
                             Closing Date: $8,737,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AQ 3                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-12 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-12      
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-12 Certificates on such Distribution Date pursuant to the Agreement.    

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-12 Certificates, or by check mailed by first class mail to the 
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

      The Pass-Through Rate for the Class M-12 Certificates for each
Distribution Date will be the lesser of (i) the Class M-12 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-12 Certificates during each   
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-12        
Certificates.                                                                   

      The Class M-12 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,    
Class M-8, Class M-9, Class M-10 and Class M-11 Certificates as described in the
Pooling and Servicing Agreement referred to herein.                             

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. If a transfer of this Certificate is to be made without          
registration under the 1933 Act, then the Certificate Registrar shall refuse to 
register such transfer unless it receives (and upon receipt, may conclusively   
rely upon) certain certificate(s) required pursuant to Section 5.02 of the      
Agreement (as to which, so long as this Certificate is a Book-Entry Certificate,
the representations and agreements made therein will be deemed to have been made
by the prospective transferor and/or the prospective transferee, as applicable).
None of the Depositor, the Certificate Registrar or the Trustee is obligated to 
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise    
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any transferor desiring to effect such transfer  
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the      
Certificate Registrar and the Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 87th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 87th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 88th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 88th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 89th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 89th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 90th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 90th
EXHIBIT B-13

[FORM OF CLASS M-13 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
    AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
    REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
  M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
    CLASS M-8, CLASS M-9, CLASS M-10, CLASS M-11 AND CLASS M-12 CERTIFICATES
   AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE 
"CODE") AND CERTAIN OTHER PROPERTY.                                 

      THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
   ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A    
    TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

    THE INITIAL PURCHASER IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER
      OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN,
     IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.    

   UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN    
    INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE
OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE  
    (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN
THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS     
CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE  
      CERTIFICATE REGISTRAR AND DEPOSITOR EITHER (I) A REPRESENTATION LETTER, IN
FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
      DEPOSITOR, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY
     SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR
(B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO 
   PURCHASE THIS 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)), 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 ALL PLANS THAT
 HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
  TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE EFFECT THAT THE
     PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN 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, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE
 TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION IN ADDITION TO
    THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
     ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE
      MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO
  IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE  
      PRECEDING SENTENCE TO THE CERTIFICATE REGISTRAR AND DEPOSITOR. THE POOLING
     AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
      IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.                         

EX-4 91st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 91st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
 SERIES 2005-2, CLASS M-13

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class M-13                Original Principal Balance of the      
                                   Class M-13 Certificates as of the
                             Closing Date: $7,426,000.00
Pass-Through Rate: Floating                                                     

                              Initial Principal Balance: $
Date of Pooling and Servicing                                                   
Agreement: September 29, 2005                                                   
                                  Servicer: Wells Fargo Bank, N.A.

First Distribution Date: October 25,                                            
2005                                     Trustee: HSBC Bank USA, National       
             Association

No.                                                                             
                                  Closing Date: September 29, 2005

CUSIP: 94981P AR 1                                                              

   DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
 MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
  PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.                                                              

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this 
Certificate by the Original Principal Balance of the Class M-13 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-13      
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset  
Securities Corporation (hereinafter called the "Depositor," which term includes 
any successor entity under the Agreement), the Servicer, the Securities         
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class M-13 Certificates on such Distribution Date pursuant to the Agreement.    

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class M-13 Certificates, or by check mailed by first class mail to the 
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

      The Pass-Through Rate for the Class M-13 Certificates for each
Distribution Date will be the lesser of (i) the Class M-13 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-13 Certificates during each   
Interest Accrual Period at the Pass-Through Rate.                               

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing a Percentage Interest in the Class M-13        
Certificates.                                                                   

      The Class M-13 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            This certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,    
Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates as     
described in the Pooling and Servicing Agreement referred to herein.            

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. If a transfer of this Certificate is to be made without          
registration under the 1933 Act, then the Certificate Registrar shall refuse to 
register such transfer unless it receives (and upon receipt, may conclusively   
rely upon) certain certificate(s) required pursuant to Section 5.02 of the      
Agreement (as to which, so long as this Certificate is a Book-Entry Certificate,
the representations and agreements made therein will be deemed to have been made
by the prospective transferor and/or the prospective transferee, as applicable).
None of the Depositor, the Certificate Registrar or the Trustee is obligated to 
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise    
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any transferor desiring to effect such transfer  
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the      
Certificate Registrar and the Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 92nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 92nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 93rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 93rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 94th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 94th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 95th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 95th
 EXHIBIT C-1

 [FORM OF CLASS CE CERTIFICATES]

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT
     OR INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
   SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") AND CERTAIN OTHER PROPERTY.                            

    THIS CLASS CE CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES AND
   THE CLASS M-12 AND CLASS M-13 CERTIFICATES OF THIS SERIES TO THE EXTENT
   DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.                                                             

      THIS CLASS CE CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
   AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

    THIS CLASS CE CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

EX-4 96th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 96th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
 SERIES 2005-2, CLASS CE

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class CE                  Servicer: Wells Fargo Bank, N.A.       

Date of Pooling and Servicing            Trustee: HSBC Bank USA, National       
Agreement: September 29, 2005            Association                            

First Distribution Date: October 25,     Closing Date: September 29, 2005       
2005                                                                            

No.                                                                             

Percentage Interest: 100%                                                       

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

     This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain       
beneficial ownership interest evidenced by all the Class CE Certificates in the 
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as      
specified above (the "Agreement"), among Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," which term includes any        
successor entity under the Agreement), the Servicer, the Securities             
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in an amount equal to the product of the Percentage Interest evidenced  
by this Certificate and the amount required to be distributed to the Holders of 
Class CE Certificates on such Distribution Date pursuant to the Agreement.      

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class CE Certificates, or by check mailed by first class mail to the   
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing the Percentage Interest specified on the face  
hereof.                                                                         

            The Class CE Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar and the Depositor the facts surrounding 
the transfer, or (ii) unless such transfer is made in reliance upon Rule 144A   
under the 1933 Act, that the Depositor and the Certificate Registrar receive an 
Opinion of Counsel satisfactory to them that such transfer may be made without  
such registration or qualification, which Opinion of Counsel shall not be an    
expense of the Depositor, the Trustee, the Securities Administrator or the      
Certificate Registrar, in their respective capacities as such. None of the      
Depositor, the Certificate Registrar or the Trustee is obligated to register or 
qualify the Class of Certificates specified on the face hereof under the 1933   
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws.                                                    

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Securities Administrator and required to be paid to 
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage    
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated 
in the Agreement at a price determined as provided in the Agreement from the    
Trust Fund of all Mortgage Loans and all property acquired in respect of such   
Mortgage Loans. The Agreement permits, but does not require, the party          
designated in the Agreement to purchase from the Trust Fund all 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 right will effect early      
retirement of the Certificates; however, such right to purchase is subject to   
the aggregate Principal Balance of the Mortgage Loans at the time of purchase   
being 10% or less of the Cut-off Date Aggregate Principal Balance.              

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assume no responsibility for their   
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 97th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 97th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 98th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 98th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 99th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 99th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 100th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 100th
 EXHIBIT C-2

 [FORM OF CLASS P CERTIFICATE]

   THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

EX-4 101st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 101st
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS P

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class P                   Servicer: Wells Fargo Bank, N.A.       

Date of Pooling and Servicing            Trustee: HSBC Bank USA, National       
Agreement: September 29, 2005            Association                            

First Distribution Date: October 25,     Closing Date: September 29, 2005       
2005                                                                            

No.                                                                             

Percentage Interest: 100%                                                       

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

     This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain       
beneficial ownership interest evidenced by all the Class P Certificates in the  
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as      
specified above (the "Agreement"), among Wells Fargo Asset Securities           
Corporation (hereinafter called the "Depositor," which term includes any        
successor entity under the Agreement), the Servicer, the Securities             
Administrator and the Trustee, a summary of certain of the pertinent provisions 
of which is set forth hereafter. To the extent not defined herein, the          
capitalized terms used herein have the meanings assigned in the Agreement. This 
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from Prepayment Charges and       
Servicer Prepayment Charge Payment Amounts in the Distribution Account in an    
amount equal to the product of the Percentage Interest evidenced by this        
Certificate and the amount required to be distributed to the Holders of Class P 
Certificates on such Distribution Date pursuant to the Agreement.               

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class P Certificates, or by check mailed by first class mail to the    
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing the Percentage Interest specified on the face  
hereof.                                                                         

   The Class P Certificates are limited in right of payment to
Prepayment Charges received on the Mortgage Loans, Originator Prepayment Charge 
Payment Amounts and Servicer Prepayment Charge Payment Amounts, all as more     
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Securities Administrator as
provided in the Agreement, duly endorsed by, or accompanied by an assignment in 
the form below or other written instrument of transfer in form satisfactory to  
the Trustee, the Securities Administrator and the Certificate Registrar duly    
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar the facts surrounding the transfer, or  
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel  
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the          
Depositor, the Trustee, the Securities Administrator or the Certificate         
Registrar, in their respective capacities as such. None of the Depositor, the   
Certificate Registrar or the Trustee is obligated to register or qualify the    
Class of Certificates specified on the face hereof under the 1933 Act or any    
other securities law or to take any action not otherwise required under the     
Agreement to permit the transfer of such Certificates without registration or   
qualification. Any such Certificateholder desiring to effect such transfer      
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the      
Certificate Registrar and any Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar or any such agent shall 
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 102nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 102nd
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 103rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 103rd
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 104th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 104th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 105th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 105th
 EXHIBIT C-3

 [FORM OF CLASS R CERTIFICATE]

  THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

 FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN TWO SEPARATE "REAL ESTATE MORTGAGE INVESTMENT
     CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). 

   THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES AND
   THE CLASS M-12 AND CLASS M-13 CERTIFICATES OF THIS SERIES TO THE EXTENT
   DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.                                                             

     THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
   AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

   THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

     ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY
    BE MADE ONLY IF (1) THE PROPOSED TRANSFEREE PROVIDES AN AFFIDAVIT TO THE
    CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
   ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
  FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
      SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1
 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION  
 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
    CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
  ORGANIZATION"), (D) AN AGENT OF A DISQUALIFIED ORGANIZATION OR (E) ANY
   PERSON THAT CAUSES INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A
   FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
     APPLICABLE INCOME TAX TREATY, OF THAT PERSON OR ANY OTHER U.S. PERSON AND
     (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION
   OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.     
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY 
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
      DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
     REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
 AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF    
     DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE
      BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
  PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02 OF THE
    POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL   
OWNERSHIP OF THIS CLASS R CERTIFICATE.                              

EX-4 106th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 106th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS R

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class R                   Servicer: Wells Fargo Bank, N.A.       

Date of Pooling and Servicing            Trustee: HSBC Bank USA, National       
Agreement: September 29, 2005            Association                            

First Distribution Date: October 25,     Closing Date: September 29, 2005       
2005                                                                            

No.                                                                             

Percentage Interest: 100%                                                       

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

           This certifies that _______________________ is the registered owner
of 100% Percentage Interest in that certain beneficial ownership interest       
evidenced by the Class R Certificate in the Trust Fund created pursuant to a    
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),    
among Wells Fargo Asset Securities Corporation (hereinafter called the          
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer, the Securities Administrator and the Trustee, a summary of certain of 
the pertinent provisions of which is set forth hereafter. To the extent not     
defined herein, the capitalized terms used herein have the meanings assigned in 
the Agreement. This Certificate is issued under and is subject to the terms,    
provisions and conditions of the Agreement, to which Agreement the Holder of    
this Certificate by virtue of the acceptance hereof assents and by which such   
Holder is bound.                                                                

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in the amount required to be distributed to the Holder of Class R       
Certificate on such Distribution Date pursuant to the Agreement.                

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class R Certificate, or by check mailed by first class mail to the     
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing the Percentage Interest specified on the face  
hereof.                                                                         

         The Class R Certificate is limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Trustee as provided in the 
Agreement, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Securities  
Administrator, the Securities Administrator and the Certificate Registrar duly  
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar the facts surrounding the transfer, or  
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel  
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the          
Depositor, the Trustee, the Securities Administrator or the Certificate         
Registrar, in their respective capacities as such. None of the Depositor, the   
Certificate Registrar or the Trustee is obligated to register or qualify the    
Class of Certificates specified on the face hereof under the 1933 Act or any    
other securities law or to take any action not otherwise required under the     
Agreement to permit the transfer of such Certificates without registration or   
qualification. Any such Certificateholder desiring to effect such transfer      
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the      
Certificate Registrar and any Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of  
the Agreement and to any amendment of the Agreement deemed necessary by counsel 
of the Depositor to ensure that the transfer of this Certificate to any Person  
other than a Permitted Transferee or any other Person will not cause the Trust  
to cease to qualify as three separate REMICs or cause the imposition of a tax   
upon the Trust.                                                                 

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 107th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 107th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 108th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 108th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 109th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 109th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

EX-4 110th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 110th
 EXHIBIT C-4

 [FORM OF CLASS R-X CERTIFICATE]

  THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

 FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
  "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
   THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").             

     THIS CLASS R-X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES AND
   THE CLASS M-12 AND CLASS M-13 CERTIFICATES OF THIS SERIES TO THE EXTENT
   DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.                                                             

  THIS CLASS R-X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.                                                             

     THIS CLASS R-X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

   ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-X CERTIFICATE
    MAY BE MADE ONLY IF (1) THE PROPOSED TRANSFEREE PROVIDES AN AFFIDAVIT TO
THE CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN     
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR        
     INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN
    A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM
THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY      
 ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING     
      HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) AN AGENT OF
      A DISQUALIFIED ORGANIZATION OR (E) ANY PERSON THAT CAUSES INCOME FROM THIS
  CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
      FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF THAT
     PERSON OR ANY OTHER U.S. PERSON AND (2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE 
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL   
     CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN
  THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF
      THIS CLASS R-X CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
    DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
      LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
     A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
    TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE
      CLASS R-X CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
    HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF
   SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM   
ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R-X CERTIFICATE.       

EX-4 111th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 111th
 WELLS FARGO ASSET SECURITIES CORPORATION,
 HOME EQUITY ASSET-BACKED CERTIFICATES
SERIES 2005-2, CLASS R-X

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first lien mortgage loans formed and sold by                                    

WELLS FARGO ASSET SECURITIES CORPORATION

Series 2005-2, Class R-X                 Servicer: Wells Fargo Bank, N.A.       

Date of Pooling and Servicing            Trustee: HSBC Bank USA, National       
Agreement: September 29, 2005            Association                            

First Distribution Date: October 25,     Closing Date: September 29, 2005       
2005                                                                            

No.                                                                             

Percentage Interest: 100%                                                       

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE  
    SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
   NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER ENTITY.                                                   

           This certifies that _______________________ is the registered owner
of 100% Percentage Interest in that certain beneficial ownership interest       
evidenced by the Class R-X Certificate in the Trust Fund created pursuant to a  
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),    
among Wells Fargo Asset Securities Corporation (hereinafter called the          
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer, the Securities Administrator and the Trustee, a summary of certain of 
the pertinent provisions of which is set forth hereafter. To the extent not     
defined herein, the capitalized terms used herein have the meanings assigned in 
the Agreement. This Certificate is issued under and is subject to the terms,    
provisions and conditions of the Agreement, to which Agreement the Holder of    
this Certificate by virtue of the acceptance hereof assents and by which such   
Holder is bound.                                                                

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Record Date, from funds in the Distribution    
Account in the amount required to be distributed to the Holder of Class R-X     
Certificate on such Distribution Date pursuant to the Agreement.                

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities   
Administrator by wire transfer in immediately available funds to the account of 
the Person entitled thereto if such Person shall have so notified the           
Certificate Registrar in writing at least seven Business Days prior to the      
Record Date immediately prior to such Distribution Date and is the registered   
owner of Class R-X Certificate, or by check mailed by first class mail to the   
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a  
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Securities Administrator of the pendency of such   
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as  
provided in the Agreement.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the      
"Certificates") and representing the Percentage Interest specified on the face  
hereof.                                                                         

           The Class R-X Certificate is 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. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer, the Securities  
Administrator and the Trustee with the consent of the Holders of Certificates   
entitled to the Voting Interests identified in the Agreement. Any such consent  
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued   
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

       As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the       
Certificate Register upon surrender of this Certificate for registration of     
transfer at the offices or agencies appointed by the Trustee as provided in the 
Agreement, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Securities  
Administrator, the Securities Administrator and the Certificate Registrar duly  
executed by, the Holder hereof or such Holder's attorney duly authorized in     
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations evidencing the same aggregate Percentage Interest will 
be issued to the designated transferee or transferees.                          

           The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar the facts surrounding the transfer, or  
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel  
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the          
Depositor, the Trustee, the Securities Administrator or the Certificate         
Registrar, in their respective capacities as such. None of the Depositor, the   
Certificate Registrar or the Trustee is obligated to register or qualify the    
Class of Certificates specified on the face hereof under the 1933 Act or any    
other securities law or to take any action not otherwise required under the     
Agreement to permit the transfer of such Certificates without registration or   
qualification. Any such Certificateholder desiring to effect such transfer      
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the      
Certificate Registrar and any Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of  
the Agreement and to any amendment of the Agreement deemed necessary by counsel 
of the Depositor to ensure that the transfer of this Certificate to any Person  
other than a Permitted Transferee or any other Person will not cause the Trust  
to cease to qualify as three separate REMICs or cause the imposition of a tax   
upon the Trust.                                                                 

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

The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the 
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner  
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,  
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all 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 right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

         The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their  
correctness.                                                                    

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

EX-4 112th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 112th
        IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.                                                

Dated:                                                                          

                                     Wells Fargo Bank, N.A., as Securities
                   Administrator

                                        By:_____________________________________
                        Authorized Officer

 CERTIFICATE OF AUTHENTICATION

           This is one of the Certificates referred to in the within-mentioned
Agreement.                                                                      

                                      Wells Fargo Bank, N.A., as Certificate
               Registrar

                                        By:_____________________________________
                          Authorized Signatory

Date of authentication:                                                         

EX-4 113th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 113th
 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian          
                                                        --------------
TEN ENT - as tenants by the entireties                       (Cust) (Minor)     
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act      
of survivorship and not as                                  
          tenants in common                                  -------------------
                                                           (State)

         Additional abbreviations may also be used though not in the above
list.                                                                           

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

EX-4 114th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 114th
 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________, as its   
agent.                                                                          

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 EXHIBIT D-1

GROUP 1 MORTGAGE LOAN SCHEDULE

 [Intentionally Omitted]

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 EXHIBIT D-2

GROUP 2 MORTGAGE LOAN SCHEDULE

 [Intentionally Omitted]

EX-4 117th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 117th
 EXHIBIT E

FORM OF REQUEST FOR RELEASE OF DOCUMENTS

To:   [Custodian]                                                               

      Re:   Pooling and Servicing Agreement dated as of September 29, 2005 among
           Wells Fargo Asset Securities Corporation, as depositor, Wells Fargo
           Bank, N.A., as servicer, Wells Fargo Bank, National Association, as
            securities administrator and HSBC Bank USA, National Association, as
trustee                                                 

          All capitalized terms used herein shall have the means ascribed to
them in the Pooling and Servicing Agreement (the "Agreement") referenced above. 

           In connection with the administration of the Mortgage Loans held by
you as Custodian pursuant to the Agreement, we request the release, and hereby  
acknowledge receipt, of the Custodian's Mortgage File for the Mortgage Loan     
described below, for the reason indicated.                                      

Mortgage Loan Number:                                                           

Mortgagor Name, Address & Zip Code:                                             

Reason for Requesting Documents (check one):                                    

_____ 1.    Mortgage Paid in Full                                               

_____ 2.    Foreclosure                                                         

_____ 3.    Substitution                                                        

_____ 4.    Other Liquidation (Repurchases, etc.)                               

_____ 5.    Nonliquidation          Reason:_____________________________________

                                    By:_________________________________________
                 (authorized signer)

                                    Issuer:_____________________________________

                                    Address:____________________________________

                                    ____________________________________________

                                    Date:_______________________________________

Custodian                                                                       

[_______________________________]                                               

     Please acknowledge the execution of the above request by your
signature and date below:                                                       

_____________________________       _________________                           
Signature                     Date                                  

Documents returned to Custodian:                                                

_____________________________       _________________                           
Custodian                     Date                                  

EX-4 118th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 118th
 EXHIBIT F-1

 FORM OF CUSTODIAN'S INITIAL CERTIFICATION

                                                                            Date

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

Wells Fargo Bank, N.A.                                                          
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

HSBC Bank USA, National Association                                             
452 Fifth Avenue                                                                
New York, New York 10018                                                        
Attention: WFHET 2005-2                                                         

Re:   Pooling and Servicing Agreement (the "Pooling and Servicing   
           Agreement"), dated as of September 29, 2005 among Wells Fargo Asset
        Securities Corporation, as depositor, Wells Fargo Bank, N.A., as
       servicer, Wells Fargo Bank, National Association, as securities
          administrator and HSBC Bank USA, National Association, as trustee,
      with respect to Wells Fargo Asset Securities Corporation, Home
Equity Asset Backed Certificates, Series 2005-2__       

Ladies and Gentlemen:                                                           

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Custodian, hereby certifies that it has received 
original Mortgage Note (as described in Section 2.01(a)(i)) relating to each    
Mortgage Loan listed on Exhibits D-1 and D-2 to the Pooling and Servicing       
Agreement, subject to any exceptions noted on Schedule I hereto.                

          The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement in connection with this initial certification.  
The Custodian makes no representations as to: (i) the validity, legality,       
sufficiency, enforceability, recordability or genuineness of any of the         
documents contained in each Mortgage File or any of the Mortgage Loans          
identified in the Mortgage Loan Schedule or (ii) the collectibility,            
insurability, effectiveness or suitability of any such Mortgage Loan.           

           Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and   
Servicing Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Pooling and Servicing Agreement and the Pooling and         
Servicing Agreement sections cross-referenced therein.                          

                      WELLS FARGO BANK, N.A.
                  as Custodian

                                        By:_____________________________________
           Name:
            Title:

EX-4 119th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 119th
 EXHIBIT F-2

 FORM OF CUSTODIAN'S FINAL CERTIFICATION

                                                                          [Date]

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

Wells Fargo Bank, N.A.                                                          
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

HSBC Bank USA, National Association                                             
452 Fifth Avenue                                                                
New York, New York 10018                                                        
Attention: WFHET 2005-2                                                         

Re:   Pooling and Servicing Agreement (the "Pooling and Servicing   
           Agreement"), dated as of September 29, 2005 among Wells Fargo Asset
        Securities Corporation, as depositor, Wells Fargo Bank, N.A., as
       servicer, Wells Fargo Bank, National Association, as securities
          administrator and HSBC Bank USA, National Association, as trustee,
      with respect to Wells Fargo Asset Securities Corporation, Home
Equity Asset Backed Certificates, Series 2005-2         

Ladies and Gentlemen:                                                           

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that as to each        
Mortgage Loan listed in the Mortgage Loan Schedules attached as Exhibits D-1 and
D-2 to the Pooling and Servicing Agreement (other than any Mortgage Loan paid in
full or listed on Schedule I hereto), it has received the applicable documents  
listed in Section 2.01(a) of the Pooling and Servicing Agreement.               

      The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedules, other than any Mortgage Loan listed  
on Schedule I hereto, it has reviewed the applicable documents listed in Section
2.01 of the Pooling and Servicing Agreement and has determined that each such   
document appears to have been executed and appear regular on their face, and    
that such documents relate to the Mortgage Loans identified in the Mortgage Loan
Schedule based on a comparison of the Mortgage Loan identifying number,         
Mortgagor name and street address.                                              

          The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement in connection with this final certification. The
Custodian makes no representations as to: (i) the validity, legality,           
sufficiency, enforceability, recordability or genuineness of any of the         
documents contained in each Mortgage File or any of the Mortgage Loans          
identified in the Mortgage Loan Schedule or (ii) the collectibility,            
insurability, effectiveness or suitability of any such Mortgage Loan.           

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This          
Certificate is qualified in all respects by the terms of said Pooling and       
Servicing Agreement.                                                            

                       WELLS FARGO BANK, N.A.,
                  as Custodian

                                        By:_____________________________________
           Name:
            Title:

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 EXHIBIT G

MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
September 29, 2005, is between Wells Fargo Asset Securities Corporation, a      
Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., a national    
banking association ("Wells Fargo Bank").                                       

            The Company and Wells Fargo Bank hereby recite and agree as follows:

         1. Defined Terms. Terms used without definition herein shall have
the respective meanings assigned to them in the Pooling and Servicing Agreement,
dated as of September 29, 2005 (the "Pooling and Servicing Agreement"), among   
the Company, Wells Fargo Bank, as servicer (the "Servicer"), HSBC Bank USA,     
National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as
securities administrator (the "Securities Administrator"), relating to the      
issuance of the Company's Home Equity Asset-Backed Certificates, Series 2005-2  
(the "Certificates") or, if not defined therein, in the underwriting agreement, 
dated May 19, 2005 and terms agreement, dated August 18, 2005 (together, the    
"Underwriting Agreement"), among the Company, Wells Fargo Bank and Citigroup    
Global Markets Inc. ("Citigroup"), or in the purchase agreement dated May 19,   
2005 and the purchaser terms agreement, dated August 18, 2005 (together, the    
"Purchase Agreement"), among the Company, Wells Fargo Bank and Citigroup.       

         2. Assignment of Servicing Agreements. Wells Fargo Bank agrees to
sell, and the Company agrees to purchase, the mortgage loans listed in Exhibit I
hereto and all of Wells Fargo Bank's interest with respect to the Mortgage Loans
as the owner in, to and under each Servicing Agreement (as defined in the       
Pooling and Servicing Agreement).                                               

     3. Purchase Price; Purchase and Sale. The purchase price (the
"Purchase Price") for the Mortgage Loans shall consist of $[______________]     
payable by the Company to Wells Fargo Bank on the Closing Date in immediately   
available funds.                                                                

            Upon payment of the Purchase Price, Wells Fargo Bank shall be deemed
to have transferred, assigned, set over and otherwise conveyed to the Company   
all the right, title and interest of Wells Fargo Bank in and to the Mortgage    
Loans including all interest and principal received or receivable by Wells Fargo
Bank 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 Wells Fargo Bank on or before the Cut-Off Date and         
Principal Prepayments 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), together with all of Wells Fargo Bank's right, title and interest
in and to the proceeds of any related title, hazard, primary mortgage or other  
insurance policies, Wells Fargo Bank's right, title and interest in and to the  
proceeds of the Letters of Credit, all of Wells Fargo Bank's rights described in
Section 2 above, and all other property and rights described in the first       
paragraph of Section 2.01(a) of the Pooling and Servicing Agreement. The Company
hereby directs Wells Fargo Bank, and Wells Fargo Bank hereby agrees, to deliver 
to the Trustee or Custodian on behalf of the Trustee, all documents, instruments
and agreements required to be delivered by the Company to the Trustee under the 
Pooling and Servicing Agreement; including, without limitation, the documents   
required to be delivered under Section 2.01(a) of the Pooling and Servicing     
Agreement; and upon the occurrence of a Document Transfer Event, the documents  
required to be delivered under Section 2.01(b). Wells Fargo Bank further agrees 
to deliver such other documents, instruments and agreements as the Company or   
the Trustee shall reasonably request.                                           

      4. Representations and Warranties; Covenants. Wells Fargo Bank
hereby represents and warrants to the Company that (i) the Company's            
representations and warranties to the Trustee pursuant to Section 2.04 of the   
Pooling and Servicing Agreement are true and correct, as of the date thereof,   
and (ii) Wells Fargo Bank has not dealt with any broker, investment banker,     
agent or other person (other than the Company and Citigroup) who may be entitled
to any commission or compensation in connection with the sale of the Mortgage   
Loans. Wells Fargo Bank hereby agrees to cure any breach of such representations
and warranties in accordance with the terms of the Pooling and Servicing        
Agreement.                                                                      

          Wells Fargo Bank hereby agrees to continue to pay on behalf of the
Company and its successors and assignees, promptly as they become due, any      
lender-paid primary mortgage insurance premiums ("LPMI Premiums") with respect  
to any lender-paid primary mortgage insurance policy (an "LPMI Policy") on each 
Mortgage Loan so insured as of the Cut-Off Date, until such Mortgage Loan has   
been paid in full or otherwise liquidated; provided, however, that the foregoing
obligation of Wells Fargo Bank shall terminate with respect to all such Mortgage
Loans in the event that either (i) another entity acceptable to the insurers of 
such LPMI Policies (the "LPMI Insurers") and the rating agencies rating the     
Certificates undertakes to pay such LPMI Premiums, or (ii) Wells Fargo Bank pays
one-time premiums to such LPMI Insurers such that all outstanding LPMI Policies 
will remain in force until the related Mortgage Loans have been paid in full or 
otherwise liquidated, without the requirement of any further premium payments.  

            5. Repurchase or Substitution. (a) Wells Fargo Bank hereby agrees to
repurchase any Mortgage Loan (i) for which any document is not delivered, as    
provided in paragraph 3 above, (ii) which is found by the Trustee to be         
defective in any material respect, as provided in the Pooling and Servicing     
Agreement, or (iii) which is discovered at any time not to be in conformance    
with the representations and warranties referred to in paragraph 4 above and    
which document relating thereto Wells Fargo Bank does not deliver or which      
defect or breach Wells Fargo Bank does not cure (as provided in paragraph 4     
above) within 60 days after the date of notice thereof from the Trustee or the  
Company, at a price equal to the then unpaid principal balance thereof, plus    
accrued and unpaid interest at the applicable Mortgage Interest Rate, through   
the last day of the month in which such repurchase takes place. In addition,    
Wells Fargo Bank hereby agrees to reimburse the Company for any Reimbursement   
Amount. Alternatively, Wells Fargo Bank hereby agrees, if so requested by the   
Company to substitute for any such Mortgage Loan, a new mortgage loan having    
characteristics such that the representations and warranties referred to in     
paragraph 4 above would not have been incorrect (except for representations and 
warranties as to the correctness of the Mortgage Loan Schedule) had such        
substitute mortgage loan originally been a Mortgage Loan. Wells Fargo Bank      
further agrees that a substituted mortgage loan will have (i) an unpaid         
principal balance no greater than the Scheduled Principal Balance of the        
Mortgage Loan for which it is substituted (after giving effect to the scheduled 
principal payment due in the month of substitution on the Mortgage Loan for     
which such mortgage loan is substituted), (ii) a Net Mortgage Interest Rate     
equal to and a Loan-to-Value Ratio no greater than, that of the Mortgage Loan   
for which it is substituted, (iii) the same Gross Margin and Index as that of   
the Mortgage Loan for which it is substituted and (iv) the same frequency of    
mortgage rate adjustment as that of the Mortgage Loan for which it is           
substituted. Wells Fargo Bank shall remit to the Company, in cash, the          
difference between the unpaid principal balance of the Mortgage Loan to be      
substituted and the unpaid principal balance of the substitute mortgage loan.   

         (b) In addition, Wells Fargo Bank shall pay (i) the amount of any
Prepayment Premium (to the extent not collected and remitted to the Trust) to   
the Trust if Wells Fargo Bank is unable to collect a Prepayment Penalty as a    
result of its enforceability being found to be limited or prohibited by         
applicable law and (ii) without duplication of any amount payable under clause  
(i), the amount due to the Trust by Wells Fargo Bank pursuant to the last       
paragraph of Section 2.03(a) of the Pooling and Servicing Agreement (any such   
amounts, the "Originator Prepayment Penalty Payment Amount"). Wells Fargo Bank  
shall remit to the Securities Administrator for deposit into the Collection     
Account any Originator Prepayment Penalty Payment Amount by the Servicer        
Remittance Date following the month in which a Principal Prepayment was made on 
the related Mortgage Loan.                                                      

      (c) In the event that Wells Fargo Bank has a right against the
originator or former owner of a Mortgage Loan (the "Prior Holder") for breach of
a representation or warranty regarding the characteristics of such Mortgage Loan
made by the Prior Holder, Wells Fargo Bank may request the Company to repurchase
the Mortgage Loan from the Trust Estate pursuant to Section 2.03 of the Pooling 
and Servicing Agreement and Wells Fargo Bank agrees that at the time of the     
repurchase by the Company, Wells Fargo Bank will repurchase the Mortgage Loan   
from the Company at a price equal to the then unpaid principal balance thereof, 
plus accrued and unpaid interest at the applicable Net Mortgage Interest Rate,  
through the last day of the month in which such repurchase takes place.         

           At the time of any such repurchase by Wells Fargo Bank, Wells Fargo
Bank agrees either to promptly (i) liquidate such Mortgage Loan, to the extent  
that Wells Fargo Bank's rights in respect of the Prior Holder consist of a claim
for indemnity or (ii) transfer such Mortgage Loan to the Prior Holder at a price
not less than that paid by Wells Fargo Bank to the Company.                     

          6. Underwriting. Wells Fargo Bank hereby agrees to furnish any and
all information, documents, certificates, letters or opinions with respect to   
the Mortgage Loans, reasonably requested by the Company in order to perform any 
of its obligations or satisfy any of the conditions on its part to be performed 
or satisfied pursuant to the Underwriting Agreement or the Purchase Agreement at
or prior to the Closing Date.                                                   

      7. Costs. The Company shall pay all expenses incidental to the
performance of its obligations under the Underwriting Agreement and the Purchase
Agreement, including without limitation (i) any recording fees or fees for title
policy endorsements and continuations, (ii) the expenses of preparing, printing 
and reproducing the Prospectus, the Prospectus Supplement, the Underwriting     
Agreement, the Private Placement Memorandum, the Purchase Agreement, the Pooling
and Servicing Agreement and the Certificates and (iii) the cost of delivering   
the Certificates to the offices of Citigroup insured to the satisfaction of     
Citigroup.                                                                      

           8. Servicing. (a) Wells Fargo Bank hereby represents to the Company
that the Mortgage Loans are serviced by the Servicer.                           

       (b) With respect to each Mortgage Loan shall be as set forth on
Schedule I hereto.                                                              

     (c) On the Closing Date, Wells Fargo Bank shall assign to the
Company its interest with respect to the Mortgage Loans in, to and under each   
Servicing Agreement.                                                            

           9. Notices. All demands, notices and communications hereunder shall
be in writing, shall be effective only upon receipt and shall, if sent to the   
Company, be addressed to it at Wells Fargo Asset Securities Corporation, 7430   
New Technology Way, Frederick, Maryland 21703, Attn: Vice President, Structured 
Finance, or, if sent to Wells Fargo Bank, be addressed to it at Wells Fargo     
Bank, N.A., 7430 New Technology Way, Frederick, Maryland, 21703, Attn: Vice     
President, Structured Finance.                                                  

    10. Trustee Beneficiary. The representations, warranties and
agreements made by Wells Fargo Bank in this Agreement are made for the benefit  
of, and may be enforced by, the Trustee and the holders of Certificates to the  
same extent that the Trustee and the holders of Certificates, respectively, have
rights against the Company under the Pooling and Servicing Agreement in respect 
of representations, warranties and agreements made by the Company therein.      

            11. Miscellaneous. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated except by a    
writing signed by the party against whom enforcement of such change, waiver,    
discharge or termination is sought. This Agreement may not be changed in any    
manner which would have a material adverse effect on holders of Certificates    
without the prior written consent of the Trustee. The Trustee shall be protected
in consenting to any such change to the same extent provided in Article VIII of 
the Pooling and Servicing Agreement. This Agreement may be signed in any number 
of counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument. This Agreement shall bind and     
inure to the benefit of and be enforceable by the Company and Wells Fargo Bank  
and their respective successors and assigns.                                    

           12. Recharacterization. The parties hereto intend the conveyance by
the Seller to the Company of all of its right, title and interest in and to the 
Mortgage Loans 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 Seller shall be deemed to have granted to the Company a first priority      
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans.                                                                 

EX-4 121st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 121st
        IN WITNESS WHEREOF, the Company and Wells Fargo Bank have caused
this Agreement to be duly executed by their respective officers as of the day   
and year first above written.                                                   

                          WELLS FARGO ASSET SECURITIES
             CORPORATION

                                     By:____________________________________
                           Name:  Bradley A. Davis
                         Title: Vice President

                    WELLS FARGO BANK, N.A.

                                     By:____________________________________
                           Name:  Bradley A. Davis
                         Title: Vice President

EX-4 122nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 122nd
 EXHIBIT H

 FORM OF LOST NOTE AFFIDAVIT

  Personally appeared before me the undersigned authority to
administer oaths, ______________________ who first being duly sworn deposes and 
says: Deponent is ______________________ of ______________________________,     
successor by merger to _________________________________________ ("Seller") and 
who has personal knowledge of the facts set out in this affidavit.              

         On ___________________, _________________________ did execute and
deliver a promissory note in the principal amount of $__________.               

            That said note has been misplaced or lost through causes unknown and
is presently lost and unavailable after diligent search has been made. Seller's 
records show that an amount of principal and interest on said note is still     
presently outstanding, due, and unpaid, and Seller is still owner and holder in 
due course of said lost note.                                                   

  Seller executes this Affidavit for the purpose of inducing
[_______________________________], as trustee on behalf of Wells Fargo Asset    
Securities Corporation, Home Equity Asset Backed Certificates, Series 2005-2, to
accept the transfer of the above described loan from Seller.                    

Seller agrees to indemnify and hold harmless            
[____________________________] and Wells Fargo Asset Securities Corporation for 
any losses incurred by such parties resulting from the above described          
promissory note has been lost or misplaced.                                     

                                        By:_____________________________________
                                        ________________________________________

STATE OF                )                                                       
)  SS:                          
COUNTY OF               )                                                       

            On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged  
the extension of the foregoing and who, having been duly sworn, states that any 
representations therein contained are true.                                     

        Witness my hand and Notarial Seal this ____ day of _______ 20__.

_______________________________                                                 
_______________________________                                                 

My commission expires ________.                                                 

EX-4 123rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 123rd
 EXHIBIT I

FORM OF ERISA REPRESENTATION

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21405                                                        
Attention: Client Manager - WFHET, Series 2005-2                                

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

Re:   Wells Fargo Asset Securities Corporation,                     
Home Equity Asset Backed Certificates, Series 2005-2    

Ladies and Gentlemen:                                                           

 1. [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of     
__________, on behalf of which he makes this affidavit.] [The undersigned,      
___________________, is the transferee (the "Transferee").]                     

         2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Wells Fargo Asset       
Securities Corporation, as depositor (the "Depositor"), Wells Fargo Bank, N.A., 
as servicer, Wells Fargo Bank, National Association, as securities              
administrator, and HSBC Bank USA, National Association, as trustee (the         
"Trustee"), no transfer of the ERISA-Restricted Certificates shall be permitted 
to be made to any person unless the Depositor and the Certificate Registrar (as 
defined in the Agreement) have received a certificate from such transferee in   
the form hereof.                                                                

        3. The Transferee either (x) (i) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code 
of 1986, as amended (the "Code") or any materially similar provisions of        
applicable federal, state or local law ("Similar Law"), the Trustee of any such 
plan or other than (except in the case of the Class CE, Class P, Class R or     
Class R-X Certificates) an insurance company that represents (or is deemed to   
represent) that (i) the source of funds used to purchase the Certificates is an 
"insurance company general account" (as such term is defined in Section V(e) of 
PTE 95-60, 60 Fed. Reg. 35925 (July 12, 1995)), (ii) that 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  
(iii) all Plans that have an interest in such general account are Plans to which
PTE 95-60 applies, or (y) (except in the case of the Class CE, Class P, Class R 
or Class R-X Certificates) shall deliver to the Certificate Registrar and the   
Depositor an opinion of counsel (a "Benefit Plan Opinion") satisfactory to the  
Certificate Registrar, and upon which the Certificate Registrar and the         
Depositor shall be entitled to rely, to the effect that the purchase or holding 
of such Certificate by the Transferee will not result in the assets of the Trust
Fund being deemed to be plan assets and subject to the prohibited transaction   
provisions of ERISA or the Code (or similar provisions of Similar Law) and will 
not subject the Trustee, the Securities Administrator or the Depositor to any   
obligation in addition to those undertaken by such entities in the Pooling and  
Servicing Agreement, which opinion of counsel shall not be an expense of the    
Trustee, the Securities Administrator or the Depositor.                         

    Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.                               

         IN WITNESS WHEREOF, the Transferee has executed this certificate.

                                        ________________________________________
            [Transferee]

                                        By:_____________________________________
           Name:
            Title:

EX-4 124th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 124th
 EXHIBIT J-1

 FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                                          [DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21405                                                        
Attention: Client Manager - WFHET, Series 2005-2                                

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

Ladies and Gentlemen:                                                           

   In connection with our acquisition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 2005-2    
(the "Certificates"), we certify that (a) we understand that the Certificates   
are not being registered under the Securities Act of 1933, as amended (the      
"Act"), or any state securities laws and are being transferred to us in a       
transaction that is exempt from the registration requirements of the Act and any
such laws, (b) we are an "accredited investor," as defined in Regulation D under
the Act, and have such knowledge and experience in financial and business       
matters that we are capable of evaluating the merits and risks of investments in
the Certificates, (c) we have had the opportunity to ask questions of and       
receive answers from the Depositor concerning the purchase of the Certificates  
and all matters relating thereto or any additional information deemed necessary 
to our decision to purchase the Certificates, (d) we are acquiring the          
Certificates for investment for our own account and not with a view to any      
distribution of such Certificates (but without prejudice to our right at all    
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (e) we agree that the Certificates must be held indefinitely by us  
and we acknowledge that we are able to bear the economic risk of investment in  
the Certificates, (f) we have not offered or sold any Certificates to, or       
solicited offers to buy any Certificates from, any person, or otherwise         
approached or negotiated with any person with respect thereto, or taken any     
other action which would result in a violation of Section 5 of the Act, (g) we  
will not sell, transfer or otherwise dispose of any Certificates unless (1) such
sale, transfer or other disposition is made pursuant to an effective            
registration statement under the Act or is exempt from such registration        
requirements, and if requested, we will at our expense provide an opinion of    
counsel satisfactory to the addressees of this Certificate that such sale,      
transfer or other disposition may be made pursuant to an exemption from the Act,
(2) the purchaser or transferee of such Certificate has executed and delivered  
to you a certificate to substantially the same effect as this certificate, and  
(3) the purchaser or transferee has otherwise complied with any conditions for  
transfer set forth in the Pooling and Servicing Agreement and (h) we acknowledge
that the Certificates will bear a legend setting forth the applicable           
restrictions on transfer.                                                       

                 Very truly yours,

                    [NAME OF TRANSFEREE]

                                        By:_____________________________________
                        Authorized Officer

EX-4 125th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 125th
 EXHIBIT J-2

 FORM OF RULE 144A INVESTMENT LETTER
[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21405                                                        
Attention: Client Manager - WFHET, Series 2005-2                                

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

Re:   Wells Fargo Asset Securities Corporation,                     
Home Equity Asset Backed Certificates, Series 2005-2    

Ladies and Gentlemen:                                                           

   In connection with our acquisition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 2005-2    
(the "Certificates"), we certify that (a) we understand that the Certificates   
are not being registered under the Securities Act of 1933, as amended (the      
"Act"), or any state securities laws and are being transferred to us in a       
transaction that is exempt from the registration requirements of the Act and any
such laws, (b) we have had the opportunity to ask questions of and receive      
answers from the Depositor concerning the purchase of the Certificates and all  
matters relating thereto or any additional information deemed necessary to our  
decision to purchase the Certificates, (c) we have not, nor has anyone acting on
our behalf offered, transferred, pledged, sold or otherwise disposed of the     
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition 
of the Certificates, any interest in the Certificates or any other similar      
security from, or otherwise approached or negotiated with respect to the        
Certificates, any interest in the Certificates or any other similar security    
with, any person in any manner, or made any general solicitation by means of    
general advertising or in any other manner, or taken any other action, that     
would constitute a distribution of the Certificates under the Securities Act or 
that would render the disposition of the Certificates a violation of Section 5  
of the Securities Act or require registration pursuant thereto, nor will act,   
nor has authorized or will authorize any person to act, in such manner with     
respect to the Certificates, (d) we are a "qualified institutional buyer" as    
that term is defined in Rule 144A under the Securities Act and have completed   
either of the forms of certification to that effect attached hereto as Annex 1  
or Annex 2. We are aware that the sale to us is being made in reliance on Rule  
144A. We are acquiring the Certificates for our own account or for resale       
pursuant to Rule 144A and further, understand that such Certificates may be     
resold, pledged or transferred only (i) to a person reasonably believed to be a 
qualified institutional buyer that purchases for its own account or for the     
account of a qualified institutional buyer to whom notice is given that the     
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)      
pursuant to another exemption from registration under the Securities Act.       

                 Very truly yours,

                    [NAME OF TRANSFEREE]

                                        By:_____________________________________
                        Authorized Officer

EX-4 126th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 126th
                                                          ANNEX 1 TO EXHIBIT J-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
Buyer.                                                                          

     ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned    
and/or invested on a discretionary basis $____________(1) in securities (except 
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A   
and (ii) the Buyer satisfies the criteria in the category marked below.         

            ___ Corporation, etc. The Buyer is a corporation (other than a bank,
           savings and loan association or similar institution), Massachusetts
          or similar business trust, partnership, or charitable organization
            described in Section 501(c)(3) of the Internal Revenue Code of 1986,
as amended.                                             

         ___ Bank. The Buyer (a) is a national bank or banking institution
           organized under the laws of any State, territory or the District of
            Columbia, the business of which is substantially confined to banking
           and is supervised by the State or territorial banking commission or
            similar official or is a foreign bank or equivalent institution, and
            (b) has an audited net worth of at least $25,000,000 as demonstrated
     in its latest annual financial statements, a copy of which is
attached hereto.                                        

 ___ Savings and Loan. The Buyer (a) is a savings and loan
     association, building and loan association, cooperative bank,
         homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
          any such institutions or is a foreign savings and loan association
        or equivalent institution and (b) has an audited net worth of at
        least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.         

       ___ Broker-dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.      

      ___ Insurance Company. The Buyer is an insurance company whose
   primary and predominant business activity is the writing of
      insurance or the reinsuring of risks underwritten by insurance
      companies and which is subject to supervision by the insurance
          commissioner or a similar official or agency of a State, territory
or the District of Columbia.                            

    ___ State or Local Plan. The Buyer is a plan established and
           maintained by a State, its political subdivisions, or any agency or
           instrumentality of the State or its political subdivisions, for the
benefit of its employees.                               

        ___ ERISA Plan. The Buyer is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
1974.                                                   

  ___ Investment Advisor. The Buyer is an investment advisor
registered under the Investment Advisors Act of 1940.   

        ___ Small Business Investment Company. Buyer is a small business
investment company licensed by the U.S. Small Business  
        Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.                                 

         ___ Business Development Company. Buyer is a business development
           company as defined in Section 202(a)(22) of the Investment Advisors
Act of 1940.                                            

----------                                                                      

(1) Buyer must own and/or invest on a discretionary basis at least $__________  
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $__________ in securities.             

      iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that  
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any              
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,   
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but 
subject to a repurchase agreement and (viii) currency, interest rate and        
commodity swaps.                                                                

          iv. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the 
cost of such securities to the Buyer and did not include any of the securities  
referred to in the preceding paragraph, except (i) where the Buyer reports its  
securities holdings in its financial statements on the basis of their market    
value, and (ii) no current information with respect to the cost of those        
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate  
amount, the Buyer may have included securities owned by subsidiaries of the     
Buyer, but only if such subsidiaries are consolidated with the Buyer in its     
financial statements prepared in accordance with generally accepted accounting  
principles and if the investments of such subsidiaries are managed under the    
Buyer's direction. However, such securities were not included if the Buyer is a 
majority-owned, consolidated subsidiary of another enterprise and the Buyer is  
not itself a reporting company under the Securities Exchange Act of 1934, as    
amended.                                                                        

        v. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates 
are relying and will continue to rely on the statements made herein because one 
or more sales to the Buyer may be in reliance on Rule 144A.                     

       vi. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,  
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a   
bank or savings and loan is provided above, the Buyer agrees that it will       
furnish to such parties updated annual financial statements promptly after they 
become available.                                                               

                                        ________________________________________
                   Print Name of Buyer

                                        By:_____________________________________
           Name:
            Title:

                                        Date:___________________________________

EX-4 127th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 127th
                                                          ANNEX 2 TO EXHIBIT J-2

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a     
Family of Investment Companies (as defined below), is such an officer of the    
Adviser.                                                                        

           2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, as      
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of     
Investment Companies, owned at least $100,000,000 in securities (other than the 
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year. For purposes of determining the amount of securities owned by the  
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment        
Companies reports its securities holdings in its financial statements on the    
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding    
sentence applies, the securities may be valued at market.                       

       ___ The Buyer owned $____________ in securities (other than the
           excluded securities referred to below) as of the end of the Buyer's
           most recent fiscal year (such amount being calculated in accordance
with Rule 144A).                                        

       ___ The Buyer is part of a Family of Investment Companies which
      owned in the aggregate $________ in securities (other than the
           excluded securities referred to below) as of the end of the Buyer's
           most recent fiscal year (such amount being calculated in accordance
with Rule 144A).                                        

         3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment  
adviser is a majority owned subsidiary of the other).                           

    4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by 
the U.S. or any instrumentality thereof, (iii) bank deposit notes and           
certificates of deposit, (iv) loan participations, (v) repurchase agreements,   
(vi) securities owned but subject to a repurchase agreement and (vii) currency, 
interest rate and commodity swaps.                                              

        5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates are relying and will continue to rely on the statements   
made herein because one or more sales to the Buyer will be in reliance on Rule  
144A. In addition, the Buyer will only purchase for the Buyer's own account.    

          6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which 
this certification relates of any changes in the information and conclusions    
herein. Until such notice is given, the Buyer's purchase of the Certificates    
will constitute a reaffirmation of this certification by the undersigned as of  
the date of such purchase.                                                      

                                        ________________________________________
                              Print Name of Buyer or Adviser

                                        By:_____________________________________
           Name:
            Title:

              IF AN ADVISER:

                                        ________________________________________
                   Print Name of Buyer

                                        Date:___________________________________

EX-4 128th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 128th
 EXHIBIT K

 FORM OF CLASS [R][R-X] CERTIFICATE TRANSFER AFFIDAVIT

 WELLS FARGO ASSET SECURITIES CORPORATION,
HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 2005-2

STATE OF                )                                                       
) ss.:                          
COUNTY OF               )                                                       

    The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

       1. The undersigned is [an officer of] ____________________, the
proposed Transferee of an Ownership Interest in the Class [R][R-X] Certificates 
(the "Certificate") issued pursuant to the Pooling and Servicing Agreement, (the
"Agreement"), relating to the above-referenced Certificates, among Wells Fargo  
Asset Securities Corporation, as depositor, Wells Fargo Bank, N.A., as servicer,
Wells Fargo Bank, National Association, as securities administrator, and        
[_______________________________], as trustee (the "Trustee"). Capitalized terms
used, but not defined herein shall have the meanings ascribed to such terms in  
the Agreement. The Transferee has authorized the undersigned to make this       
affidavit on behalf of the Transferee.                                          

           2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its   
Ownership Interest in the Certificates either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an         
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.                   

         3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are         
Disqualified Organization; (ii) such tax will be imposed on the transferor, or, 
if such Transfer is through an agent (which includes a broker, nominee or       
middleman) for a Person that is a Disqualified Organization, on the agent; and  
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is not a Disqualified Organization and, at the time  
of Transfer, such Person does not have actual knowledge that the affidavit is   
false.                                                                          

         4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any    
time during the taxable year of the pass-through entity a Person that is a      
Disqualified Organization is the record holder of an interest in such entity.   
The Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is not a Disqualified Organization and the    
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment      
company, a real estate investment trust or common trust fund, a partnership,    
trust or estate, and certain cooperatives and, except as may be provided in     
Treasury Regulations, persons holding interests in pass-through entities as a   
nominee for another Person.)                                                    

            5. The Transferee has reviewed the provisions of Section 5.02 of the
Agreement and understands the legal consequences of the acquisition of an       
Ownership Interest in the Certificate including, without limitation, the        
restrictions on subsequent Transfers and the provisions regarding voiding the   
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02 of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees that
any breach of any of the representations included herein shall render the       
Transfer to the Transferee contemplated hereby null and void.                   

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the       
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth in Exhibit L-1 for any transfer of a Class CE, Class P, Class R  
or Class R-X Certificate and Exhibit L-2 for any transfer of a Class M-12 or    
Class M-13 Certificate to the Agreement (a "Transferor Certificate") to the     
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.                           

   7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to 
the Certificate.                                                                

8. The Transferee's taxpayer identification number is   
____________________.                                                           

     9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).                                                                    

 10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of Treasury regulations      
promulgated pursuant to the Code and that the transferor of a noneconomic       
residual interest will remain liable for any taxes due with respect to the      
income on such residual interest, unless no significant purpose of the transfer 
was to impede the assessment or collection of tax.                              

    11. That the Transferee will not cause income from the Class
[R][R-X] Certificate to be attributable to a foreign permanent establishment or 
fixed base, within the meaning of an applicable income tax treaty, of the       
Transferee or any other U.S. Person.                                            

    12. That, if the Transferee is purchasing the Class [R][R-X]
Certificate in a transfer intended to meet the safe harbor provisions of        
Treasury Regulations Sections 1.860E-1(c), the Transferee has executed and      
attached Attachment A hereto.                                                   

          13. The Transferee is not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code or a plan or     
arrangement subject to any materially similar provisions of applicable federal, 
state or local law, nor are we acting on behalf of such a plan.                 

EX-4 129th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 129th
           IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its 
duly authorized officer, duly attested, this ____ day of __________________,    
20__.                                                                           

                    [NAME OF TRANSFEREE]

                                        By:_____________________________________
           Name:
            Title:

[Corporate Seal]                                                                

ATTEST:                                                                         

[Assistant] Secretary                                                           

          Personally appeared before me the above-named ____________ , known
or proved to me to be the same person who executed the foregoing instrument and 
to be the ____________________ of the Transferee, and acknowledged that he      
executed the same as his free act and deed and the free act and deed of the     
Transferee.                                                                     

        Subscribed and sworn before me this ____ day of ________ , 20__.

                                        ________________________________________
             NOTARY PUBLIC

                                  My Commission expires the ____ day
                          of ________________, 20__.

EX-4 130th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 130th
ATTACHMENT A

to

 AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
 THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Check the appropriate box:                                                      

[_] The consideration paid to the Transferee to acquire the Class [R][R-X]      
Certificate equals or exceeds the excess of (a) the present value of the        
anticipated tax liabilities over (b) the present value of the anticipated       
savings associated with holding such Certificate, in each case calculated in    
accordance with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and (8),      
computing present values using a discount rate equal to the short-term Federal  
rate prescribed by Section 1274(d) of the Code and the compounding period used  
by the Transferee.                                                              

OR                                                      

[_] The transfer of the Class [R][R-X] Certificate complies with U.S. Treasury  
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:                   

           (i) the Transferee is an "eligible corporation," as defined in U.S.
   Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from
Class [R][R-X] Certificate will only be taxed in the United States; 

 (ii) at the time of the transfer, and at the close of the
 Transferee's two fiscal years preceding the year of the transfer, the
   Transferee had gross assets for financial reporting purposes (excluding
      any obligation of a person related to the Transferee within the meaning of
   U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;                    

         (iii) the Transferee will transfer the Class [R][R-X] 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 Transferee has determined the consideration paid to it to
acquire the Class [R][R-X] Certificate based on reasonable market   
assumptions (including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and reinvestment    
     assumptions, tax rates and other factors specific to the Transferee) that
it has determined in good faith; and                                

          (v) in the event of any transfer of the Class [R][R-X] Certificate
     by the Transferee, the Transferee will require its transferee to complete
   a representation in the form of this Attachment A as a condition of the
transferee's purchase of the Class [R][R-X] Certificate.            

EX-4 131st “Page” of 165 TOC 1st Previous Next ↓Bottom Just 131st
 EXHIBIT L-1

FORM OF TRANSFEROR CERTIFICATE FOR THE CLASS CE, CLASS P
 AND RESIDUAL CERTIFICATES

                                                                          [DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21405                                                        
Attention: Client Manager - WFHET, Series 2005-2                                

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

Re:   Wells Fargo Asset Securities Corporation,                     
Home Equity Asset Backed Certificates, Series 2005-2    

Ladies and Gentlemen:                                                           

   In connection with our disposition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 2005-2    
(the "Certificates"), we certify that (a) we understand that the Certificates   
have not been registered under the Securities Act of 1933, as amended (the      
"Act"), and are being disposed by us in a transaction that is exempt from the   
registration requirements of the Act, (b) we have not offered or sold any       
Certificates to, or solicited offers to buy any Certificates from, any person,  
or otherwise approached or negotiated with any person with respect thereto, in a
manner that would be deemed, or taken any other action which would result in, a 
violation of Section 5 of the Act, (c) to the extent we are disposing of the    
Class [R][R-X] Certificate, we have no knowledge the Transferee is not a        
Permitted Transferee and (d) no purpose of the proposed disposition of the Class
[R][R-X] Certificate is to impede the assessment or collection of tax.          

                 Very truly yours,

                       [_____________________]

                                        By:_____________________________________

EX-4 132nd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 132nd
 EXHIBIT L-2

 FORM OF TRANSFEROR CERTIFICATE FOR THE CLASS M-12 AND CLASS M-13 CERTIFICATES

                                                                          [DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21405                                                        
Attention: Client Manager - WFHET, Series 2005-2                                

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland 21703                                                       

Re:   Wells Fargo Asset Securities Corporation,                     
Home Equity Asset Backed Certificates, Series 2005-2    

Ladies and Gentlemen:                                                           

   In connection with our disposition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 2005-2    
(the "Certificates"), we certify that (a) we understand that the Certificates   
have not been registered under the Securities Act of 1933, as amended (the      
"Act"), and are being disposed by us to a "qualified institutional buyer" as    
defined under the Act, (b) we have not offered or sold any Certificates to, or  
solicited offers to buy any Certificates from, any person, or otherwise         
approached or negotiated with any person with respect thereto, in a manner that 
would be deemed, or taken any other action which would result in, a violation of
Section 5 of the Act, (c) to the extent we are disposing of the Class [R][R-X]  
Certificate, we have no knowledge the Transferee is not a Permitted Transferee  
and (d) no purpose of the proposed disposition of the Class [R][R-X] Certificate
is to impede the assessment or collection of tax.                               

                 Very truly yours,

                       [_____________________]

                                        By:_____________________________________

EX-4 133rd “Page” of 165 TOC 1st Previous Next ↓Bottom Just 133rd
 EXHIBIT M

 MONTHLY INFORMATION DELIVERED BY SERVICER

1.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
      Group II Mortgage Loans, the number and Principal Balances of all Mortgage
    Loans which were the subject of Principal Prepayments during the related
Prepayment Period.                                                  

2.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
Group II Mortgage Loans, the amount of all curtailments which were  
received during the related Prepayment Period.                      

3.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
     Group II Mortgage Loans, the aggregate amount of the principal portion of
all Monthly Payments received during the related Collection Period. 

4.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
    Group II Mortgage Loans, the amount of interest received on the Mortgage
Loans during the related Collection Period.                         

5.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
  Group II Mortgage Loans, the aggregate amount of the Advances made and
recovered with respect to such Distribution Date.                   

6.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
   Group II Mortgage Loans, the aggregate amount of the Servicing Advances
made and recovered with respect to such Distribution Date.          

7.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
    Group II Mortgage Loans, the delinquency and foreclosure information and
    the amount of Mortgage Loan Losses during the related Collection Period.

8.    The information contained in the Liquidation Report for the related       
Collection Period.                                                  

9.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
Group II Mortgage Loans, the weighted average maturity, the weighted
average Mortgage Interest Rate and the weighted average Net Mortgage
      Interest Rate as of the last day of the Collection Period preceding of the
related Interest Accrual Period.                                    

10.   The Servicing Fees paid and Servicing Fees accrued during the related     
Collection Period.                                                  

11.   [reserved]                                                                

12.   [reserved]                                                                

13.   The amount of all payments or reimbursements to the Servicer paid or to be
paid since the prior Distribution Date (or in the case of the first 
Distribution Date, since the Closing Date).                         

14.   The Pool Balance, the aggregate Principal Balance of the Group I Mortgage 
     Loans and the aggregate Principal Balance of the Group II Mortgage Loans.

15.   With respect to the Mortgage Pool, the Group I Mortgage Loans and the     
    Group II Mortgage Loans, the number of Mortgage Loans outstanding at the
beginning and at the end of the related Collection Period.          

16.   The aggregate interest accrued on the Mortgage Loans, the Group I Mortgage
Loans and the Group II Mortgage Loans, at their respective Mortgage 
Interest Rates for the related Collection Period.                   

17.   The amount deposited in the Collection Account which may not be withdrawn 
 therefrom pursuant to an Order of a United States Bankruptcy Court of
  competent jurisdiction imposing a stay pursuant to Section 362 of U.S.
Bankruptcy Code.                                                    

18.   The aggregate Realized Losses in the Mortgage Pool, in the Group I        
    Mortgage Loans and in the Group II Mortgage Loans since the Cut-off Date
as of the end of the related Collection Period.                     

19.   The amount of Prepayment Charges received and the reason for any          
Prepayment Charges waived during the related Collection Period.     

20.   The amount of Yield Maintenance Agreement Payments received with respect  
to such Distribution Date.                                          

EX-4 134th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 134th
 EXHIBIT N

 Form of Yield Maintenance Agreement

 [Intentionally Omitted]

EX-4 135th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 135th
 EXHIBIT O

 Form of Certification

 WELLS FARGO ASSET SECURITIES CORPORATION,
HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 2005-2

I, [identify the certifying individual] certify that:   

1.    I have reviewed the annual report on Form 10-K, and all Monthly Form 8-K's
containing Distribution Date Statements filed in respect of periods 
  included in the year covered by this annual report, of the Wells Fargo
Home Equity Asset-Backed Securities 2005-2 Trust;                   

2.    Based on my knowledge, the information in these reports, taken as a whole,
     does not contain any untrue statement of a material fact or omit to state
  a material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;           

3.    Based on my knowledge, the distribution or servicing information required 
 to be provided to the Trustee and the Securities Administrator by the
     Servicer under the Pooling and Servicing Agreement, dated as of September
29, 2005 (the "Agreement"), among Wells Fargo Asset Securities      
Corporation, as depositor, Wells Fargo Bank, N.A., as servicer (the 
"Servicer"), Wells Fargo Bank, National Association, as securities  
      administrator (the "Securities Administrator") and HSBC Bank USA, National
     Association, as trustee (the "Trustee") for inclusion in these reports is
included in these reports;                                          

4.    I am responsible for reviewing the activities performed by the Servicer   
under the Agreement and based on my knowledge and upon the annual   
compliance statement required to be delivered to the Securities     
      Administrator in accordance with the terms of the Agreement, and except as
      disclosed in the reports, the Servicer has fulfilled its obligations under
the Agreement; and                                                  

5.    The reports disclose all significant deficiencies relating to the         
     Servicer's compliance with the minimum servicing standards based upon the
   report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
      Mortgage Bankers or similar procedure, as set forth in the Agreement, that
is included in these reports.                                       

                                        By:_____________________________________
           Name:
            Title:

EX-4 136th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 136th
EXHIBIT P   

Form of Certification to be Provided by the Securities
 Administrator to the Servicer

 WELLS FARGO ASSET SECURITIES CORPORATION,
HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 2005-2

       I, [identify the certifying individual], certify to Wells Fargo
Bank, N.A. and its officers, directors and affiliates, and with the knowledge   
and intent that they will rely upon this certification, that:                   

1.    I have reviewed the annual report on Form 10-K for the calendar year [___]
    and all Monthly Form 8-K's containing Distribution Date Statements filed
     in respect of periods included in the year covered by that annual report,
of the Wells Fargo Home Equity Asset-Backed Securities 2005-2 Trust;

2.    Based on my knowledge, the distribution information in the Distribution   
    Date Statements contained in all Monthly Form 8-K's included in the year
  covered by the annual report on Form 10-K for the calendar year [___],
      taken as a whole, does not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements made, in
 light of the circumstances under which such statements were made, not
      misleading as of the last day of the period covered by that annual report;
and                                                                 

3.    Based on my knowledge, the distribution information required to be        
    provided by the Securities Administrator under the Pooling and Servicing
    Agreement, dated as of September 29, 2005 (the "Agreement"), among Wells
     Fargo Asset Securities Corporation, as depositor, Wells Fargo Bank, N.A.,
    as servicer (the "Servicer"), Wells Fargo Bank, National Association, as
   securities administrator (the "Securities Administrator") and HSBC Bank
   USA, National Association, as trustee (the "Trustee"), for inclusion in
these reports is included in these reports.                         

                                        By:_____________________________________
           Name:
            Title:

EX-4 137th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 137th
 EXHIBIT Q

List of Recordation States

Maryland

 Florida

EX-4 138th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 138th
 EXHIBIT R

 Prepayment Penalty Matrices

Wells Fargo Home Mortgage Prepayment Penalty Guide
For Retail and Wholesale Loans

Maximum allowable prepayment penalty options                                    
Fixed and Balloon Loans: The maximum allowed on 30 year fixed, 15 year fixed and
30/15 balloon loans is 3 years unless otherwise limited by state mandate. The   
allowable limit for each state is noted in the table.                           

ARM Loans: For these loans, Wells Fargo Home Mortgage has established the       
following limits:                                                               
1 yr ARM - not allowed                                              
2/6 ARM - maximum 2 year prepayment penalty option                  
3/6 ARM - maximum 3 year prepayment penalty option                  

Note: Prepayment penalty options are not available on table-funded transactions 
(loans closed in the broker's or joint venture's name).                         

Estimating the penalty amount                                                   
Included in this guide you will find several examples of how to calculate a     
prepayment penalty. Please remember that these examples are provided as a       
helpful tool for estimating potential penalties when a customer is considering  
the option of a prepayment penalty. The examples are specifically NOT to be used
to calculate payoff amounts.                                                    

                                                                      02/28/2005

EX-4 139th “Page” of 165 TOC 1st Previous Next ↓Bottom Just 139th
Prepayment Penalty Guide, continued                                             

Alabama                Louisiana           Ohio                                 
Alaska                 Maine               Oklahoma                             
Arizona                Maryland            Oregon                               
Arkansas               Massachusetts N/O   Pennsylvania                         
California             Massachusetts O/O   Rhode Island                         
Colorado               Michigan            South Carolina                       
Connecticut            Minnesota           South Dakota                         
Delaware               Mississippi         Tennessee                            
District of Columbia   Missouri            Texas                                
Florida                Montana             Utah                                 
Georgia                Nebraska            Vermont                              
Hawaii                 Nevada              Virginia                             
Idaho                  New Hampshire       Washington                           
Illinois               New Jersey          West Virginia                        
Indiana                New Mexico          Wisconsin                            
Iowa                   New York            Wyoming                              
Kansas                 North Carolina                                           
Kentucky               North Dakota                                             

This guide is intended solely for use by Wells Fargo Home Mortgage originators, 
broker and lender clients. It is not intended for distribution to real estate   
agents, applicants, borrowers or any other third party. It is provided to assist
you in explaining to applicants the Wells Fargo Home Mortgage prepayment penalty
products available in their state.                                              

Information is accurate as of date of printing and is subject to change without 
notice.                                                                         

                                                                      02/28/2005

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Prepayment Penalty Guide, continued                                             

                                                        [Enlarge/Download Table]

State                  Fixed and Balloon Loans                                  ARM Loans                                           
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Alabama                Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             

                       Minimum loan amount is $2,000                            2/6 max 2 yrs; 3/6 max 3 yrs                        
------------------------------------------------------------------------------------------------------------------------------------
Alaska                 Not Permitted                                            If within the first (option #) years full prepayment
                                                                                is made, the prepayment charge is an amount equal to
Example #1                                                                      the payment of 6 months' advance interest, at the   
                                                                                interest rate provided for under the Note, on the   
                                                                                amount prepaid which is in excess of twenty percent 
                                                                                (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Arizona                Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             

                       Minimum loan amount is $5,000.                           Minimum loan amount is $5,000                       
------------------------------------------------------------------------------------------------------------------------------------
Arkansas               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #13            2 year - If within the first year full prepayment is     2 year - If within the first year full prepayment is
                       made, the prepayment charge is an amount equal to two    made, the prepayment charge is an amount equal to   
                       percent (2%) of the unpaid principal balance. If         two percent (2%) of the unpaid principal balance. If
                       within the second year full prepayment is made, the      within the second year full prepayment is made, the 
                       prepayment charge is an amount equal to one percent      prepayment charge is an amount equal to one percent 
                       (1%) of the unpaid principal balance.                    (1%) of the unpaid principal balance.               

                       3 year - If within the first year full prepayment is     3 year - If within the first year full prepayment is
                       made, the prepayment charge is an amount equal to        made, the prepayment charge is an amount equal to   
                       three percent (3%) of the unpaid principal balance. If   three percent (3%) of the unpaid principal balance. 
                       within the second year a full prepayment is made, the    If within the second year a full prepayment is made,
                       prepayment charge is an amount equal to two percent      the prepayment charge is an amount equal to two     
                       (2%) of the unpaid principal balance. If within the      percent (2%) of the unpaid principal balance. If    
                       third year full prepayment is made, the prepayment       within the third year full prepayment is made, the  
                       charge is an amount equal to one percent (1%) of the     prepayment charge is an amount equal to one percent 
                       unpaid principal balance.                                (1%) of the unpaid principal balance.               
------------------------------------------------------------------------------------------------------------------------------------

                                                                      02/28/2005

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Prepayment Penalty Guide, continued                                             

                                                        [Enlarge/Download Table]

State                  Fixed and Balloon Loans                                  ARM Loans                                           
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
California             Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Colorado               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Connecticut            Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Delaware               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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District of Columbia   Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #12 (F & B)    If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
Example #1 (ARM)       the payment of 2 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       aggregate amount of all prepayments in excess of 1/3     amount prepaid which is in excess of twenty percent 
                       of the original loan amount made in any twelve month     (20%) of the original principal amount.             
                       period.                                                                                                      
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State                  Fixed and Balloon Loans                                  ARM Loans                                           
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Florida                Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Georgia                Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             

                       Prohibited on 0/0 properties with loan amounts less      Prohibited on 0/0 properties with loan amounts less 
                       than or equal to $359,650.                               than or equal to $359,650.                          
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Hawaii                 Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Idaho                  Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Illinois               Not Permitted                                            2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #2                                                                      If within the first (option #) years full prepayment
                                                                                is made within any 12-month period the total amount 
                                                                                of which exceeds twenty percent (20%) of the        
                                                                                original principal amount of the loan, the          
                                                                                prepayment charge is an amount equal to the payment 
                                                                                of 60 days' advance interest, at the interest rate  
                                                                                provided for under the Note, on the amount by which 
                                                                                the total of the prepayment(s) within that 12-month 
                                                                                period exceeds twenty percent (20%) of the original 
                                                                                principal amount.                                   
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State                  Fixed and Balloon Loans                                  ARM Loans                                           
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Indiana                Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Iowa                   Not Permitted                                            2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1                                                                      If within the first (option #) years full prepayment
                                                                                is made, the prepayment charge is an amount equal to
                                                                                the payment of 6 months' advance interest, at the   
                                                                                interest rate provided for under the Note, on the   
                                                                                amount prepaid which is in excess of twenty percent 
                                                                                (20%) of the original principal amount.             
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Kansas                 Not Permitted                                            2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1                                                                      If within the first (option #) years full prepayment
                                                                                is made, the prepayment charge is an amount equal to
                                                                                the payment of 6 months' advance interest, at the   
                                                                                interest rate provided for under the Note, on the   
                                                                                amount prepaid which is in excess of twenty percent 
                                                                                (20%) of the original principal amount.             
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Kentucky               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Louisiana              Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #9 (F & B)     If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge may not exceed (i) 5%     is made, the prepayment charge is an amount equal to
Example #1 (ARM)       of the unpaid principal balance if prepaid during the    the payment of 6 months' advance interest, at the   
                       first year; (ii) 4% of the unpaid principal balance if   interest rate provided for under the Note, on the   
                       prepaid during the second year; (iii) 3% of the unpaid   amount prepaid which is in excess of twenty percent 
                       principal balance if prepaid during the third year;      (20%) of the original principal amount.             
                       (iv) 2% of the unpaid principal balance if prepaid                                                           
                       during the fourth year; (v) 1% of the unpaid principal                                                       
                       balance if prepaid during the fifth year. No penalty                                                         
                       may be assessed after the fifth year.                                                                        

                       Minimum loan amount is $25,000.                                                                              
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State                  Fixed and Balloon Loans                                  ARM Loans                                           
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Maine                  Max 3 years                                              Not Permitted                                       

Example #1             If within the first (option #) years full prepayment                                                         
                       is made, the prepayment charge is an amount equal to                                                         
                       the payment of 6 months' advance interest, at the                                                            
                       interest rate provided for under the Note, on the                                                            
                       amount prepaid which is in excess of twenty percent                                                          
                       (20%) of the original principal amount.                                                                      
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Maryland               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #10 (F & B)    If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to 2   is made, the prepayment charge is an amount equal to
Example #1 (ARM)       months' advance interest, at the interest rate           the payment of 6 months' advance interest, at the   
                       provided for under the Note, on the aggregate amount     interest rate provided for under the Note, on the   
                       of all prepayments in excess of 1/3 of the original      amount prepaid which is in excess of twenty percent 
                       loan amount made in any 12-month period.                 (20%) of the original principal amount.             
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Massachusetts          Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Non-Owner Occupied     If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
Example #1             is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             

                                                                                Minimum loan amount is $6,001.                      
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State                  Fixed and Balloon Loans                                  ARM Loans                                           
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Massachusetts          Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Owner Occupied and     If within the first year full prepayment is made, the    If within the first year full prepayment is made,   
Second Homes           prepayment charge is an amount equal to three months'    the prepayment charge is an amount equal to three   
Example #3             interest or the balance of the first year's interest,    months' interest or the balance of the first years' 
                       whichever is less, at the interest rate provided for     interest, whichever is less, at the interest rate   
                       under the Note. If full prepayment is made within the    provided for under the Note. If full prepayment is  
                       first (option #) year(s) for the purpose of              made within the first (option #) year(s) for the    
                       refinancing with another lender, an additional           purpose of refinancing with another lender, an      
                       prepayment charge in an amount equal to three months'    additional prepayment charge in an amount equal to  
                       interest can be charged.                                 three months' interest can be charged.              

                       Balloon loans not allowed.                               Minimum loan amount is $6001. Minimum property value
                                                                                is $40,000.                                         
                       Prohibited on O/O properties.                                                                                
                                                                                Prohibited on O/O properties.                       
                       This is a two-part rule. The first part of the rule                                                          
                       applies only to the first year of the loan. The second   This is a two-part rule. The first part of the rule 
                       part of the rule applies only in the event that the      applies only to the first year of the loan. The     
                       borrower refinances with another lender.                 second part of the rule applies only in the event   
                       o     Assuming a 3-year prepayment penalty option, if    that the borrower refinances with another lender.   
                             the borrower refinances with another lender        o     Assuming a 3-year prepayment penalty option,  
                             within the first year, a charge may be assessed          if the borrower refinances with another       
                             under the first part of the rule and the second          lender within the first year, a charge may be 
                             part of the rule.                                        assessed under the first part of the rule and 
                       o     Assuming a 3-year prepayment penalty option, if          the second part of the rule.                  
                             the borrower refinances with another lender        o     Assuming a 3-year prepayment penalty option,  
                             during the second or third years, a charge may           if the borrower refinances with another       
                             be assessed only under the second part of the            lender during the second or third years, a    
                             rule.                                                    charge may be assessed only under the second  
                       o     Assuming a 3-year prepayment penalty option, if          part of the rule.                             
                             the borrower refinances with Wells Fargo, pays     o     Assuming a 3-year prepayment penalty option,  
                             off or sells the property within the first               if the borrower refinances with Wells Fargo,  
                             year, a charge may be assessed under the first           pays off or sells the property within the     
                             part of the rule.                                        first year, a charge may be assessed under    
                       o     Assuming a 3-year prepayment penalty option, if          the first part of the rule.                   
                             the borrower refinances with Wells Fargo, pays     o     Assuming a 3-year prepayment penalty option,  
                             off or sells the property during the second or           if the borrower refinances with Wells Fargo,  
                             third years a charge may not be assessed.                pays off or sells the property during the     
                                                                                      second or third years, a charge may not be    
                                                                                      assessed.                                     
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Michigan               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #4             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       one percent (1%) of the prepayment amount.               one percent (1%) of the prepayment amount.          
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State                  Fixed and Balloon Loans                                  ARM Loans                                           
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Minnesota              Not Permitted                                            2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #5                                                                      If within the first (option #) months full          
                                                                                prepayment is made for a purpose other than the sale
                                                                                of the property, the prepayment charge is an amount 
                                                                                equal to two percent (2%) of the unpaid principal   
                                                                                balance or 60 days' interest on the unpaid principal
                                                                                balance, at the interest rate provided for under the
                                                                                Note, whichever is less.                            
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Mississippi            Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #9 (F & B)     If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge may not exceed (i) 5%     is made, the prepayment charge is an amount equal to
Example #1 (ARM)       of the unpaid principal balance if prepaid during the    the payment of 6 months' advance interest, at the   
                       first year; (ii) 4% of the unpaid principal balance if   interest rate provided for under the Note, on the   
                       prepaid during the second year; (iii) 3% of the unpaid   amount prepaid which is in excess of twenty percent 
                       principal balance if prepaid during the third year;      (20%) of the original principal amount.             
                       (iv) 2% of the unpaid principal balance if prepaid                                                           
                       during the fourth year; (v) 1% of the unpaid principal                                                       
                       balance if prepaid during the fifth year. No penalty                                                         
                       may be assessed after the fifth year.                                                                        
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Missouri               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #11 (F & B)    If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
Example #1 (ARM)       two percent (2%) of the unpaid principal balance at      the payment of 6 months' advance interest, at the   
                       the time of the prepayment.                              interest rate provided for under the Note, on the   
                                                                                amount prepaid which is in excess of twenty percent 
                                                                                (20%) of the original principal amount.             
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Montana                Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Nebraska               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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State                  Fixed and Balloon Loans                                  ARM Loans                                           
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Nevada                 Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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New Hampshire          Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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New Jersey             Not Permitted                                            2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1                                                                      If within the first (option #) years full prepayment
                                                                                is made, the prepayment charge is an amount equal to
                                                                                the payment of 6 months' advance interest, at the   
                                                                                interest rate provided for under the Note, on the   
                                                                                amount prepaid which is in excess of twenty percent 
                                                                                (20%) of the original principal amount.             

                                                                                Prohibited on O/O properties with loan amounts less 
                                                                                than or equal to $365,675.                          
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New Mexico             Not Permitted                                            2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1                                                                      If within the first (option #) years full prepayment
                                                                                is made, the prepayment charge is an amount equal to
                                                                                the payment of 6 months' advance interest, at the   
                                                                                interest rate provided for under the Note, on the   
                                                                                amount prepaid which is in excess of twenty percent 
                                                                                (20%) of the original principal amount.             

                                                                                Prohibited on O/O properties with loan amounts less 
                                                                                than or equal to $359,650.                          
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State                  Fixed and Balloon Loans                                  ARM Loans                                           
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New York               Max 1 year                                               2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             

                       Prohibit on balloon loans.                                                                                   
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North Carolina         Max 2 years                                              2/6 max 2 yrs; 3/6 max 2 yrs                        

Example #6             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       two percent (2%) of the unpaid principal balance at      two percent (2%) of the unpaid principal balance at 
                       the time of the prepayment.                              the time of the prepayment. Wholesale minimum loan  
                                                                                amount is $150,001.                                 

                       Minimum loan amount is $150,001.                         Wholesale minimum loan amount is $150,001.          

                       Baloon loans not allowed.                                                                                    
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North Dakota           Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Ohio                   Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #7             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       one percent (1%) of the original loan amount.            one percent (1%) of the original loan amount.       
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Oklahoma               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Prepayment Penalty Guide, continued                                                                                                 

State                  Fixed and Balloon Loans                                  ARM Loans                                           
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Oregon                 Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
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Pennsylvania           Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount. Minimum loan     (20%) of the original principal amount.             
                       amount is $50,001.                                                                                           
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Rhode Island           PURCHASES: Max 1 year. If within the first year full     2/6 max 2 yrs; 3/6 max 3 yrs                        
                       year prepayment is made, the prepayment charge is an                                                         
Example #6 (F & B)     amount equal to the payment of 2% of the balance due     If within the first (option #) years full prepayment
                       as of the date of the payoff.                            is made, the prepayment charge is an amount equal to
Example #1 (ARM)                                                                the payment of 6 months' advance interest, at the   
                       REFINANCES: Max 3 years. If within the first (option     interest rate provided for under the Note, on the   
                       #) years full year prepayment is made, the prepayment    amount prepaid which is in excess of twenty percent 
                       charge is an amount equal to the payment of 2% of the    (20%) of the original principal amount.             
                       balance due as of the date of the payoff.                                                                    
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South Carolina         Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1 (F & B)     If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
Example #6 (ARM)       the payment of 6 months' advance interest, at the        two percent (2%) of the unpaid principal balance at 
                       interest rate provided for under the Note, on the        the time of the prepayment.                         
                       amount prepaid which is in excess of twenty percent                                                          
                       (20%) of the original principal amount.                  Prohibited on O/O properties with loan amounts less 
                                                                                than or equal to $359,650.                          
                       Prohibited on O/O properties with loan amounts less                                                          
                       than or equal to $359,650.                               Minimum loan amount for N/O/O and second homes is   
                                                                                $150,001.                                           
                       Minimum loan amount for N/O/O and second homes is                                                            
                       $150,001.                                                                                                    
------------------------------------------------------------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

State                  Fixed and Balloon Loans                                  ARM Loans                                           
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
South Dakota           Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Tennessee              Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Texas                  Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             

                       Prohibited on home equity loans.                         Prohibited on home equity loans.                    

                       Prohibited on loans with APR rates >12%                                                                      
------------------------------------------------------------------------------------------------------------------------------------
Utah                   Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Vermont                Not Permitted                                            2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1                                                                      If within the first (option #) years full prepayment
                                                                                is made, the prepayment charge is an amount equal to
                                                                                the payment of 6 months' advance interest, at the   
                                                                                interest rate provided for under the Note, on the   
                                                                                amount prepaid which is in excess of twenty percent 
                                                                                (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]

State                  Fixed and Balloon Loans                                  ARM Loans                                           
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Virginia               Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #8             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made and the original loan amount is less than        is made and the original loan amount is less than   
                       $75,000, the prepayment charge is an amount equal to     $75,000, the prepayment charge is an amount equal to
                       the payment of one percent (1%) of the unpaid            the payment of one percent (1%) of the unpaid       
                       principal balance.                                       principal balance.                                  

                       If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made and the original loan amount is $75,000 or       is made and the original loan amount is $75,000 or  
                       greater, the prepayment charge is an amount equal to     greater, the prepayment charge is an amount equal to
                       the payment of two percent (2%) of the amount of such    the payment of two percent (2%) of the amount of    
                       prepayment amount.                                       such prepayment amount.                             
------------------------------------------------------------------------------------------------------------------------------------
Washington             Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
West Virginia          Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #7             PURCHASES: If within the first (option #) years full     If within the first (option #) years full prepayment
                       prepayment is made, the prepayment charge is an amount   is made, the prepayment charge is an amount equal to
                       equal to one percent (1%) of the original loan amount.   one percent (1%) of the original loan amount.       

                       Not permitted on refinances.                                                                                 
------------------------------------------------------------------------------------------------------------------------------------
Wisconsin              Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #2             When full prepayment is made within any 12-month         When full prepayment is made within any 12-month    
                       period the total amount of which exceeds twenty          period the total amount of which exceeds twenty     
                       percent (20%) of the original principal amount of the    percent (20%) of the original principal amount of   
                       loan, the prepayment charge is an amount equal to the    the loan, the prepayment charge is an amount equal  
                       payment of 60 days' advance interest, at the interest    to the payment of 60 days' advance interest, at the 
                       rate provided for under the Note, on the amount by       interest rate provided for under the Note, on the   
                       which the total of the prepayment(s) within that         amount by which the total of the prepayment(s)      
                       12-month period exceeds twenty percent (20%) of the      within that 12-month period exceeds twenty percent  
                       original principal amount.                               (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------
Wyoming                Max 3 years                                              2/6 max 2 yrs; 3/6 max 3 yrs                        

Example #1             If within the first (option #) years full prepayment     If within the first (option #) years full prepayment
                       is made, the prepayment charge is an amount equal to     is made, the prepayment charge is an amount equal to
                       the payment of 6 months' advance interest, at the        the payment of 6 months' advance interest, at the   
                       interest rate provided for under the Note, on the        interest rate provided for under the Note, on the   
                       amount prepaid which is in excess of twenty percent      amount prepaid which is in excess of twenty percent 
                       (20%) of the original principal amount.                  (20%) of the original principal amount.             
------------------------------------------------------------------------------------------------------------------------------------

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Example #1                                                                      

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step    Example #s                                                                       Your #s
------------------------------------------------------------------------------------------------
                                                                                                
(1)      $100,000.00                      Original principal balance                            
(2)              10%                               Note rate                                    
(3)                3                        Number of option years                              
(4)               12                      Number of payments received                           
(5)        99,444.10    Full prepayment of unpaid principal balance (prior to 13th pmt)         
(6)        20,000.00                   20% of original principal balance                        
        ------------                                                                            
(7)        79,444.10                       Amount subject to penalty                            
(8)            x 10%                       Multiply (7) by note rate                            
(9)     divide by 12     Divide result of (8) by 12 to obtain monthly interest figure           
(10)             x 6    Multiply result of (9) by number of months of penalty interest          
           $3,972.21                            Penalty amount                                  

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Example #2 - Illinois, Wisconsin                                                

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step       Example #s                                                                     Your #s
-------------------------------------------------------------------------------------------------
                                                                                                 
(1)       $100,000.00                     Original principal balance                             
(2)               10%                              Note rate                                     
(3)                 3                       Number of option years                               
(4)                12                     Number of payments received                            
(5)         99,444.10   Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)        -20,000.00                  20% of original principal balance                         
        -------------                                                                            
(7)         79,444.10                      Amount subject to penalty                             
(8)             x 10%                      Multiply (7) by note rate                             
(9)     divide by 365     Divide result of (8) by 365 to obtain daily interest figure            
(10)             x 60    Multiply result of (9) by number of days of penalty interest            
            $1,305.93                           Penalty amount                                   

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Example #3 - Massachusetts (O/O and second homes)                               

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step        Example #s                                                                            Your #s
---------------------------------------------------------------------------------------------------------
                                                                                                         
(1)        $100,000.00                         Original principal balance                                
(2)                10%                                 Note rate                                         
(3)                  3                           Number of option years                                  
(4)                  6                        Number of payments received                                
(5)          99,729.00       Full prepayment of unpaid principal balance (prior to 7th pmt)              
(6)              x 10%                                 Note rate                                         
(7)       divide by 12                        Number of months in one year                               
(8)                x 3                    Number of months of penalty interest                           
(9)          $2,493.23                             3 months' interest                                    
(10)                                                                                                     
(11)         99,729.00       Full prepayment of unpaid principal balance (prior to 7th pmt)              
(12)             x 10%                                 Note rate                                         
(13)     divide by 365                         Number of days in one year                                
(14)             x 181                   Number of remaining days in first year                          
(15)         $4,945.47                      Balance of first years' interest                             
             $2,493.23   Penalty amount (lesser of 3 months' interest or first years' interest)          

Continued on next page . . .

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Example #3, continued                                                           

If loan is paid off to refinance with another lender, borrower is subject to    
this additional charge:                                                         

                                                        [Enlarge/Download Table]

Step      Example #s                                                                     Your #s
------------------------------------------------------------------------------------------------
                                                                                                
(1)        99,729.00   Full prepayment of unpaid principal balance (prior to 13th pmt)          
(2)            x 10%                              Note rate                                     
(3)     divide by 12                    Number of months in one year                            
(4)              x 3                Number of months of penalty interest                        
           $2,493.23                      Additional penalty amount                             
           $4,986.46            Total penalty amount ($2,493.23 + $2,493.23)                    

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Example #4 - Michigan                                                           

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step    Example #s                                                                      Your #s
-----------------------------------------------------------------------------------------------
                                                                                               
(1)    $100,000.00                      Original principal balance                             
(2)            10%                               Note rate                                     
(3)              3                        Number of option years                               
(4)             12                      Number of payments received                            
(5)      99,440.10    Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)           x 1%                             Penalty rate                                    
           $994.40                            Penalty amount                                   

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Example #5 - Minnesota                                                          

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step     Example #s                                                                                     Your #s
---------------------------------------------------------------------------------------------------------------
                                                                                                               
(1)     $100,000.00                              Original principal balance                                    
(2)             10%                                      Note rate                                             
(3)               3                                Number of option years                                      
(4)              12                             Number of payments received                                    
(5)       99,440.10           Full prepayment of unpaid principal balance (prior to 13th pmt)                  
(6)            x 2%                                     Penalty rate                                           
(7)       $1,988.80                            2% of unpaid principal balance                                  
(8)       99,440.10           Full prepayment of unpaid principal balance (prior to 13th pmt)                  
(9)           x 10%                                      Note rate                                             
(10)  divide by 365                              Number of days in one year                                    
(11)           x 60                                Number of penalty days                                      
          $1,634.63                                  60 days' interest                                         
          $1,634.63    Penalty Amount (lesser of 2% of unpaid principal balance or 60 days' interest)          

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Example #6 - North Carolina, Rhode Island (F & B), South Carolina (ARM)         

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step    Example #s                                                                      Your #s
-----------------------------------------------------------------------------------------------
                                                                                               
(1)    $100,000.00                      Original principal balance                             
(2)            10%                               Note rate                                     
(3)              2                        Number of option years                               
(4)             12                      Number of payments received                            
(5)      99,440.10    Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)           x 2%                             Penalty rate                                    
         $1,988.80                            Penalty amount                                   

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Example #7 - Ohio, West Virginia                                                

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

Step    Example #s                                  Your #s                     
-----------------------------------------------------------                     
(1)    $100,000.00    Original principal balance                                
(2)            10%             Note rate                                        
(3)              3      Number of option years                                  
(4)             12    Number of payments received                               
(5)     100,000.00    Original principal balance                                
(6)           x 1%           Penalty rate                                       
$1,000.00          Penalty amount                             

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Example #8 - Virginia                                                           

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step    Example #s                                                                      Your #s
-----------------------------------------------------------------------------------------------
                                                                                               
(1)     $70,000.00                      Original principal balance                             
(2)            10%                               Note rate                                     
(3)              3                        Number of option years                               
(4)             12                      Number of payments received                            
(5)      69,610.90    Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)           x 1%                             Penalty rate                                    
           $696.11                            Penalty amount                                   

(1)    $100,000.00                      Original principal balance                             
(2)            10%                               Note rate                                     
(3)              3                        Number of option years                               
(4)             12                      Number of payments received                            
(5)      99,440.10    Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)           x 2%                             Penalty rate                                    
         $1,988.80                            Penalty amount                                   

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Example #9 - Louisiana (F & B), Mississippi (F & B)                             

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step    Example #s                                                                     Your #s
----------------------------------------------------------------------------------------------
                                                                                              
(1)    $100,000.00                     Original principal balance                             
(2)            10%                              Note rate                                     
(3)                                      Number of option years                               
(4)                                    Number of payments received                            
(5)      98,151.60   Full prepayment of unpaid principal balance (prior to 37th pmt)          
(6)           x 3%              Penalty rate for prepayment in third year                     
         $2,944.55                           Penalty amount                                   

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Example #10 - Maryland (F & B)                                                  

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step      Example #s                                                                      Your #s
-------------------------------------------------------------------------------------------------
                                                                                                 
(1)      $100,000.00                      Original principal balance                             
(2)              10%                               Note rate                                     
(3)                3                        Number of option years                               
(4)               12                      Number of payments received                            
(5)        99,444.10    Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)       -33,333.33                   1/3 of original principal balance                         
         -----------                                                                             
(7)        66,110.77                       Amount subject to penalty                             
(8)            x 10%                               Note rate                                     
(9)     divide by 12                     Number of Months in One Year                            
(10)             x 2                 Number of Months of Penalty Interest                        
           $1,101.85                            Penalty amount                                   

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Example #11 Missouri (F & B)                                                    

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step    Example #s                                                                      Your #s
-----------------------------------------------------------------------------------------------
                                                                                               
(1)    $100,000.00                      Original principal balance                             
(2)            10%                               Note rate                                     
(3)              2                        Number of option years                               
(4)             30                      Number of payments received                            
(5)      98,499.30    Full prepayment of unpaid principal balance (prior to 31st pmt)          
(6)           x 2%                             Penalty rate                                    
         $1,969.99                            Penalty amount                                   

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Example #12 - District of Columbia (F & B)                                      

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step     Example #s                                                                      Your #s
------------------------------------------------------------------------------------------------
                                                                                                
(1)     $100,000.00                      Original principal balance                             
(2)             10%                               Note rate                                     
(3)               3                        Number of option years                               
(4)              12                      Number of payments received                            
(5)       99,444.10    Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)      -33,333.33                   1/3 of original principal balance                         
        -----------                                                                             
(7)       66,110.77                       Amount subject to penalty                             
(8)           x 10%                               Note rate                                     
(9)    divide by 12                     Number of Months in One Year                            
(10)            x 2                 Number of Months of Penalty Interest                        
          $1,101.85                            Penalty amount                                   

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Example #13 - Arkansas                                                          

These examples are provided as a helpful tool for estimating potential penalties
when a customer is considering the option of a prepayment penalty. The examples 
are specifically NOT to be used to calculate payoff amounts.                    

                                                        [Enlarge/Download Table]

Step    Example #s                                                                      Your #s
-----------------------------------------------------------------------------------------------
                                                                                               
(1)    $100,000.00                      Original principal balance                             
(2)            10%                               Note rate                                     
(3)              3                        Number of option years                               
(4)             12                      Number of payments received                            
(5)      99,440.10    Full prepayment of unpaid principal balance (prior to 13th pmt)          
(6)           x 3%                             Penalty rate                                    
          $2983.20                            Penalty amount                                   

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	9/25/35	4
	6/25/35	4
	5/25/35	4
	4/25/35	4
	3/25/35	4
	2/25/35	4
	1/25/35	4
	12/25/34	4
	11/25/34	4
	9/25/34	4
	6/25/34	4
	5/25/34	4
	11/25/33	4
	10/25/24	4
Filed on:	10/25/05	10	91	8-K
	10/24/05	4
For Period End:	9/29/05	1	136	424B5
	9/28/05	4
	8/18/05	120
	5/19/05	120
	1/1/05	4
	11/7/04	4
	8/1/04	4
	1/1/04	4
	11/27/03	4
	3/7/03	4
	3/6/03	4
	10/1/02	4
	8/20/96	4
	7/12/95	4	123
				List all Filings

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Filing Submission 0000914121-05-001996 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wells Fargo Home Equity Asset-Backed Securities 2005-2 Trust – ‘8-K’ for 9/29/05 – EX-4

On: Tuesday, 10/25/05, at 4:55pm ET · For: 9/29/05 · Accession #: 914121-5-1996 · File #: 333-121654-02

Previous ‘8-K’: None · Next: ‘8-K’ on 10/28/05 for 10/25/05 · Latest: ‘8-K’ on 1/5/06 for 12/27/05

Current Report — Form 8-KFiling Table of Contents

EX-4 — Pooling and Servicing AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-4 — Pooling and Servicing Agreement
Exhibit Table of Contents