POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 6/23/2005

POOLING AND SERVICING AGREEMENT
, Parties: wells fargo asset securit , wachovia bank national association , wells fargo bank n.a.

Exhibit 4

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WELLS FARGO ASSET SECURITIES CORPORATION

(Seller)

and

WELLS FARGO BANK, N.A.

(Master Servicer)

and

WACHOVIA BANK, NATIONAL ASSOCIATION

(Trustee)

POOLING AND SERVICING AGREEMENT

Dated as of May 19, 2005

$535,992,622.53

Mortgage Pass-Through Certificates

Series 2005-AR11

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<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

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

Section 1.02 Acts of Holders...........................................

Section 1.03 Effect of Headings and Table of Contents..................

Section 1.04 Benefits of Agreement.....................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans..............................

Section 2.02 Acceptance by Custodian...................................

Section 2.03 Representations and Warranties of the Master Servicer and

the Seller...............................................

Section 2.04 Execution and Delivery of Certificates....................

Section 2.05 Designation of Certificates; Designation of Startup Day

and Latest Possible Maturity Date........................

Section 2.06 Optional Substitution of Mortgage Loans...................

ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE; SERVICING

OF THE MORTGAGE LOANS

Section 3.01 Certificate Account.......................................

Section 3.02 Permitted Withdrawals from the Certificate Account........

Section 3.03 Advances by Master Servicer and Trustee...................

Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan

Files and Retained Mortgage Loan Files...................

Section 3.05 Reports to the Trustee; Annual Compliance Statements......

Section 3.06 Title, Management and Disposition of Any REO Mortgage

Loan.....................................................

Section 3.07 Amendments to Servicing Agreements,

Modification of Standard Provisions......................

Section 3.08 Oversight of Servicing....................................

Section 3.09 Termination and Substitution of Servicing Agreements......

Section 3.10 Application of Net Liquidation Proceeds...................

Section 3.11 Exchange Act Reports......................................

ARTICLE IV

DISTRIBUTIONS IN RESPECT OF CERTIFICATES;

PAYMENTS TO CERTIFICATEHOLDERS;

STATEMENTS AND REPORTS

Section 4.01 Distributions.............................................

Section 4.02 Allocation of Realized Losses.............................

Section 4.03 Paying Agent..............................................

Section 4.04 Statements to Certificateholders;

Reports to the Trustee and the Seller....................

Section 4.05 Reports to Mortgagors and the Internal Revenue Service....

Section 4.06 Calculation of Amounts; Binding Effect of Interpretations

and Actions of Master Servicer...........................

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates..........................................

Section 5.02 Registration of Certificates..............................

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.........

Section 5.04 Persons Deemed Owners.....................................

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

Section 5.06 Maintenance of Office or Agency...........................

Section 5.07 Definitive Certificates...................................

Section 5.08 Notices to Clearing Agency................................

ARTICLE VI

THE SELLER AND THE MASTER SERVICER

Section 6.01 Liability of the Seller and the Master Servicer...........

Section 6.02 Merger or Consolidation of the Seller or the Master

Servicer.................................................

Section 6.03 Limitation on Liability of the Seller, the Master

Servicer and Others......................................

Section 6.04 Resignation of the Master Servicer........................

Section 6.05 Compensation to the Master Servicer.......................

Section 6.06 Assignment or Delegation of Duties by Master Servicer.....

Section 6.07 Indemnification of Trustee and Seller by Master Servicer..

ARTICLE VII

DEFAULT

Section 7.01 Events of Default.........................................

Section 7.02 Other Remedies of Trustee.................................

Section 7.03 Directions by Certificateholders and

Duties of Trustee During Event of Default................

Section 7.04 Action upon Certain Failures of the

Master Servicer and upon Event of Default................

Section 7.05 Trustee to Act; Appointment of Successor..................

Section 7.06 Notification to Certificateholders........................

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of Trustee........................................

Section 8.02 Certain Matters Affecting the Trustee....................

Section 8.03 Trustee Not Required to Make Investigation...............

Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans....

Section 8.05 Trustee May Own Certificates.............................

Section 8.06 The Master Servicer to Pay Fees and Expenses.............

Section 8.07 Eligibility Requirements.................................

Section 8.08 Resignation and Removal..................................

Section 8.09 Successor................................................

Section 8.10 Merger or Consolidation..................................

Section 8.11 Authenticating Agent.....................................

Section 8.12 Separate Trustees and Co-Trustees........................

Section 8.13 Tax Matters; Compliance with REMIC Provisions............

Section 8.14 Monthly Advances.........................................

ARTICLE IX

TERMINATION

Section 9.01 Termination upon Purchase by the

Seller or Liquidation of All Mortgage Loans..............

Section 9.02 Additional Termination Requirements.......................

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.................................................

Section 10.02 Recordation of Agreement..................................

Section 10.03 Limitation on Rights of Certificateholders................

Section 10.04 Governing Law; Jurisdiction...............................

Section 10.05 Notices...................................................

Section 10.06 Severability of Provisions................................

Section 10.07 Special Notices to Rating Agencies........................

Section 10.08 Covenant of Seller........................................

Section 10.09 Recharacterization........................................

ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01 Cut-Off Date...........................................

Section 11.02 Cut-Off Date Aggregate Principal Balance...............

Section 11.02(a) Cut-Off Date Group I Aggregate Principal Balance.......

Section 11.02(b) Cut-Off Date Group II Aggregate Principal Balance......

Section 11.03 Original Group Percentage..............................

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

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

Section 11.04 Original Principal Balances of the Classes of Class A

Certificates..........................................

Section 11.05 Reserved...............................................

Section 11.06 Original Subordinated Percentage.......................

Section 11.06(a) Original Group I Subordinated Percentage...............

Section 11.06(b) Original Group II Subordinated Percentage..............

Section 11.07 Original Class B Principal Balance.....................

Section 11.07(a) Original Group I-B Principal Balance...................

Section 11.07(b) Original Group II-B Principal Balance..................

Section 11.08 Original Principal Balances of the Classes of Class B

Certificates..........................................

Section 11.09 Original Class I-B-1 Fractional Interest...............

Section 11.10 Original Class I-B-2 Fractional Interest...............

Section 11.11 Original Class I-B-3 Fractional Interest...............

Section 11.12 Original Class I-B-4 Fractional Interest...............

Section 11.13 Original Class I-B-5 Fractional Interest...............

Section 11.14 Original Class II-B-1 Fractional Interest..............

Section 11.15 Original Class II-B-2 Fractional Interest..............

Section 11.16 Original Class II-B-3 Fractional Interest..............

Section 11.17 Original Class II-B-4 Fractional Interest..............

Section 11.18 Original Class II-B-5 Fractional Interest..............

Section 11.19 Closing Date...........................................

Section 11.20 Right to Purchase......................................

Section 11.21 Wire Transfer Eligibility..............................

Section 11.22 Single Certificate.....................................

Section 11.23 Servicing Fee Rate.....................................

Section 11.24 Master Servicing Fee Rate..............................

SCHEDULE I - Applicable Unscheduled Principal Receipt Period

<PAGE>

EXHIBITS

EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate

EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate

EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate

EXHIBIT B-I-B-1 - Form of Face of Class I-B-1 Certificate

EXHIBIT B-I-B-2 - Form of Face of Class I-B-2 Certificate

EXHIBIT B-I-B-3 - Form of Face of Class I-B-3 Certificate

EXHIBIT B-I-B-4 - Form of Face of Class I-B-4 Certificate

EXHIBIT B-I-B-5 - Form of Face of Class I-B-5 Certificate

EXHIBIT B-I-B-6 - Form of Face of Class I-B-6 Certificate

EXHIBIT B-II-B-1 - Form of Face of Class II-B-1 Certificate

EXHIBIT B-II-B-2 - Form of Face of Class II-B-2 Certificate

EXHIBIT B-II-B-3 - Form of Face of Class II-B-3 Certificate

EXHIBIT B-II-B-4 - Form of Face of Class II-B-4 Certificate

EXHIBIT B-II-B-5 - Form of Face of Class II-B-5 Certificate

EXHIBIT B-II-B-6 - Form of Face of Class II-B-6 Certificate

EXHIBIT C - Form of Reverse of Series 2005-AR11 Certificates

EXHIBIT D - Reserved

EXHIBIT E - Custodial Agreement

EXHIBIT F-1A - Schedule of Wells Fargo Mortgage Loans in Loan

Group I

EXHIBIT F-1B - Schedule of Wells Fargo Mortgage Loans in Loan

Group II

EXHIBIT F-2A - Schedule of Other Servicer Mortgage Loans in Loan

Group I

EXHIBIT F-2B - Schedule of Other Servicer Mortgage Loans in Loan

Group II

EXHIBIT G - Request for Release

EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the

Internal Revenue Code of 1986, as amended, and

for Non-ERISA Investors

EXHIBIT I - Letter from Transferor of Class I-A-R

Certificate

EXHIBIT J - Transferee's Letter (Class [I-B-4] [I-B-5]

[I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates)

EXHIBIT K - List of Recordation States

EXHIBIT L - Servicing Agreements

EXHIBIT M - Form of Special Servicing Agreement

EXHIBIT N - Form of Initial Certification of the Custodian

EXHIBIT O - Form of Final Certification of the Custodian

EXHIBIT P - Form of Sarbanes-Oxley Certification

EXHIBIT Q - Schedule of Pledged Asset Mortgage Loans

<PAGE>

This Pooling and Servicing Agreement, dated as of May 19, 2005

executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO

BANK, N.A., as Master Servicer, and WACHOVIA BANK, NATIONAL ASSOCIATION, as

Trustee.

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

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

In consideration of the mutual agreements herein contained, the

Seller, the Master Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

Whenever used herein, the following words and phrases, unless the

context otherwise requires, shall have the meanings specified in this Article.

Accepted Master Servicing Practices: Accepted Master Servicing

Practices shall consist of the customary and usual master servicing practices of

prudent master servicing institutions which master service mortgage loans of the

same type as the Mortgage Loans in the jurisdictions in which the related

Mortgaged Properties are located, regardless of the date upon which the related

Mortgage Loans were originated.

Adjusted Principal Balance: As to any Distribution Date and any

Class of Class B Certificates of a Group, the greater of (A) zero and (B) (i)

the Principal Balance of such Class with respect to such Distribution Date minus

(ii) the applicable Adjustment Amount for such Distribution Date less the

Principal Balances for any Classes of Class B Certificates of such Group with

higher numerical designations.

Adjustment Amount: For a Group for any Distribution Date, the

difference between (A) the sum of the Group I-A Principal Balance or the Group

II-A Principal Balance, as applicable, and the Group I-B Principal Balance or

the Group II-B Principal Balance, as applicable, as of the related Determination

Date and (B) the sum of (i) the sum of the Group I-A Principal Balance or the

Group II-A Principal Balance, as applicable, and the Group I-B Principal Balance

or the Group II-B Principal Balance, as applicable, as of the Determination Date

succeeding such Distribution Date and (ii) the aggregate amount that would have

been distributed to all Classes of such Group as principal in accordance with

Section 4.01(a) for such Distribution Date without regard to the provisos in the

definitions of (x) Class I-B-1 Optimal Principal Amount, Class I-B-2 Optimal

Principal Amount, Class I-B-3 Optimal Principal Amount, Class I-B-4 Optimal

Principal Amount, Class I-B-5 Optimal Principal Amount and Class I-B-6 Optimal

Principal Amount or (y) Class II-B-1 Optimal Principal Amount, Class II-B-2

Optimal Principal Amount, Class II-B-3 Optimal Principal Amount, Class II-B-4

Optimal Principal Amount, Class II-B-5 Optimal Principal Amount and Class II-B-6

Optimal Principal Amount, as applicable.

Adjustment Date: As to each Mortgage Loan, the Due Date on which

date an adjustment to the Mortgage Interest Rate of such Mortgage Loan becomes

effective under the related Mortgage Note, which Due Date is the date set forth

in the Mortgage Loan Schedule as the first Adjustment Date and each subsequent

anniversary thereof.

Aggregate Group I-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group I-A Certificates.

Aggregate Group II-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group II-A Certificates.

Agreement: This Pooling and Servicing Agreement and all amendments

and supplements hereto.

Applicable Unscheduled Principal Receipt Period: With respect to the

Mortgage Loans serviced by each Servicer and each of the Full Unscheduled

Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled

Principal Receipt Period specified on Schedule I hereto.

Authenticating Agent: Any authenticating agent appointed by the

Trustee pursuant to Section 8.11. There shall initially be no Authenticating

Agent for the Certificates.

Available Master Servicer Compensation: For each Loan Group as to

any Distribution Date, the sum of (a) the Master Servicing Fee with respect to

the Mortgage Loans in such Loan Group for such Distribution Date, (b) interest

earned through the business day preceding the applicable Distribution Date on

any Prepayments in Full on the Mortgage Loans in such Loan Group remitted to the

Master Servicer and (c) the aggregate amount of Month End Interest with respect

to the Mortgage Loans in such Loan Group remitted by the Servicers to the Master

Servicer pursuant to the related Servicing Agreements.

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

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient

Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss

shall not be deemed a Bankruptcy Loss hereunder so long as the applicable

Servicer has notified the Master Servicer and the Trustee in writing that such

Servicer is diligently pursuing any remedies that may exist in connection with

the representations and warranties made regarding the related Mortgage Loan and

either (A) the related Mortgage Loan is not in default with regard to payments

due thereunder or (B) delinquent payments of principal and interest under the

related Mortgage Loan and any premiums on any applicable primary hazard

insurance policy and any related escrow payments in respect of such Mortgage

Loan are being advanced on a current basis by such Servicer without giving

effect to any Debt Service Reduction.

Beneficial Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate, as reflected

on the books of the Clearing Agency, or on the books of a Person maintaining an

account with such Clearing Agency (directly or as an indirect participant, in

accordance with the rules of such Clearing Agency), as the case may be.

Book-Entry Certificate: Any one of the Class I-A-1 Certificates,

Class II-A-1 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates,

Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates

and Class II-B-3 Certificates, beneficial ownership and transfers of which shall

be evidenced by, and made through, book entries by the Clearing Agency as

described in Section 5.01(b).

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)

a legal holiday in the City of New York, State of Iowa, State of Maryland, State

of Minnesota or State of North Carolina or (iii) a day on which banking

institutions in the City of New York, or the State of Iowa, State of Maryland,

State of Minnesota or State of North Carolina are authorized or obligated by law

or executive order to be closed.

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

Certificates.

Certificate Account: The separate trust account established and

maintained by the Master Servicer in the name of the Master Servicer on behalf

of the Trustee pursuant to Section 3.01. The Certificate Account shall be an

Eligible Account.

Certificate Custodian: Initially, Wachovia Bank, National

Association; thereafter any other Certificate Custodian acceptable to The

Depository Trust Company and selected by the Trustee.

Certificate Register and Certificate Registrar: Respectively, the

The initial Certificate Registrar is the Trustee.

Certificateholder or Holder: The Person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purposes

of the taking of any action under Articles VII or VIII, any Certificate

registered in the name of the Master Servicer, a Servicer or any affiliate

thereof shall be deemed not to be outstanding and the Voting Interest evidenced

thereby shall not be taken into account in determining whether the requisite

percentage of Certificates necessary to effect any such action has been

obtained.

Class: All certificates whose form is identical except for

variations in the Percentage Interest evidenced thereby.

Class I-A-1 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.

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

I-A-1 Certificate.

Class I-A-R Certificate: The Certificate executed by the Trustee and

authenticated by the Trustee or the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-R and Exhibit C hereto.

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

I-A-R Certificate.

Class I-B-1 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit B-I-B-1 and Exhibit C hereto.

Class I-B-1 Certificateholder: The registered holder of a Class

I-B-1 Certificate.

Class I-B-1 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class I-B-1 Certificates pursuant to

Paragraphs fourth, fifth and sixth of Section 4.01(a).

Class I-B-1 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class I-B-1 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class I-B-1 Certificates on such Distribution Date pursuant to Paragraph

fourth of Section 4.01(a).

Class I-B-1 Optimal Principal Amount: As to any Distribution Date

and each Group I Mortgage Loan that is an Outstanding Mortgage Loan, an amount

equal to the sum of

(I) the sum of:

(i) the Class I-B-1 Percentage (with respect to each such Group I

Mortgage Loan) of the principal portion of the Monthly Payment due on the

Due Date occurring in the month of such Distribution Date on such Mortgage

Loan;

(ii) the Class I-B-1 Prepayment Percentage (with respect to each

such Group I Mortgage Loan) of all Unscheduled Principal Receipts (other

than Recoveries) that were received by a Servicer with respect to such

Mortgage Loan during the Applicable Unscheduled Principal Receipt Period

relating to such Distribution Date for each applicable type of Unscheduled

Principal Receipt;

(iii) the Class I-B-1 Prepayment Percentage (with respect to each

such Group I Mortgage Loan) of the Scheduled Principal Balance of such

Mortgage Loan which, during the one month period ending on the day

preceding the Determination Date for such Distribution Date, was

repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class I-B-1 Percentage (with respect to each such Group I

Mortgage Loan) of the excess of the unpaid principal balance of such

Mortgage Loan substituted for a Mortgage Loan during the one month period

ending on the day preceding the Determination Date for such Distribution

Date over the unpaid principal balance of such Mortgage Loan, less the

amount allocable to the principal portion of any unreimbursed Periodic

Advances previously made by the applicable Servicer, the Master Servicer

or the Trustee in respect of such Mortgage Loan; and

(II) the Class I-B-1 Prepayment Percentage of the Recovery for Loan Group I for

such Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to

such Class and such Distribution Date, the Class I-B-1 Optimal Principal Amount

will equal the lesser of (A) the Class I-B-1 Optimal Principal Amount calculated

as described in the preceding provisions and (B) the Adjusted Principal Balance

for the Class I-B-1 Certificates.

Class I-B-1 Percentage: As to any Distribution Date, the percentage

calculated by multiplying the Group I Subordinated Percentage by a fraction, the

numerator of which is the Class I-B-1 Principal Balance (determined as of the

Determination Date preceding such Distribution Date) and the denominator of

which is the Group I-B Principal Balance.

Class I-B-1 Prepayment Percentage: As to any Distribution Date,

except as set forth in the next sentence, the percentage calculated by

multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a

fraction, the numerator of which is the Class I-B-1 Principal Balance

(determined as of the Determination Date preceding such Distribution Date) and

the denominator of which is (a) for the purpose of allocating Liquidation

Proceeds (other than Partial Liquidation Proceeds), the Group I-B Principal

Balance and (b) for the purpose of allocating all other unscheduled principal

distributions, the Principal Balances of the Classes of Group I-B Certificates

eligible to receive such unscheduled principal distributions for such

Distribution Date in accordance with the provisions of Section 4.01(d). Except

as set forth in Section 4.01(d)(ii), in the event that the Class I-B-1

Certificates are the only Group I-B Certificates eligible to receive such

unscheduled principal distributions in accordance with Section 4.01(d)(i), the

Class I-B-1 Prepayment Percentage for such unscheduled principal distributions

for such Distribution Date will be one.

Class I-B-1 Principal Balance: As to the first Determination Date,

the Original Class I-B-1 Principal Balance. As of any subsequent Determination

Date, the Original Class I-B-1 Principal Balance less the sum of all amounts

previously distributed in respect of the Class I-B-1 Certificates on prior

Distribution Dates (A) pursuant to Paragraph sixth of Section 4.01(a) and (B) as

a result of a Principal Adjustment; provided, however, if the Class I-B-1

Certificates are the most subordinate Group I-B Certificates outstanding, the

Class I-B-1 Principal Balance will equal the difference, if any, between the

Group I Adjusted Pool Amount as of the preceding Distribution Date less the

Group I-A Principal Balance as of such Determination Date.

Class I-B-1 Principal Distribution Amount: As to any Distribution

Date, any amount distributable to the Holders of the Class I-B-1 Certificates

pursuant to Paragraph sixth of Section 4.01(a).

Class I-B-1 Unpaid Interest Shortfall: As to any Distribution Date,

the amount, if any, by which the aggregate of the Class I-B-1 Interest Shortfall

Amounts for prior Distribution Dates is in excess of the amounts distributed in

respect of the Class I-B-1 Certificates on prior Distribution Dates pursuant to

Paragraph fifth of Section 4.01(a).

Class I-B-2 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit B-I-B-2 and Exhibit C hereto.

Class I-B-2 Certificateholder: The registered holder of a Class

I-B-2 Certificate.

Class I-B-2 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class I-B-2 Certificates pursuant to

Paragraphs seventh, eighth and ninth of Section 4.01(a).

Class I-B-2 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class I-B-2 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class I-B-2 Certificates on such Distribution Date pursuant to Paragraph

seventh of Section 4.01(a).

Class I-B-2 Optimal Principal Amount: As to any Distribution Date

and each Group I Mortgage Loan that is an Outstanding Mortgage Loan, an amount

equal to the sum of

(I) the sum of:

(i) the Class I-B-2 Percentage (with respect to each such Group I

Mortgage Loan) of the principal portion of the Monthly Payment due on the

Due Date occurring in the month of such Distribution Date on such Mortgage

Loan;

(ii) the Class I-B-2 Prepayment Percentage (with respect to each

such Group I Mortgage Loan) of all Unscheduled Principal Receipts (other

than Recoveries) that were received by a Servicer with respect to such

Mortgage Loan during the Applicable Unscheduled Principal Receipt Period

relating to such Distribution Date for each applicable type of Unscheduled

Principal Receipt;

(iii) the Class I-B-2 Prepayment Percentage (with respect to each

such Group I Mortgage Loan) of the Scheduled Principal Balance of such

Mortgage Loan which, during the one month period ending on the day

preceding the Determination Date for such Distribution Date, was

repurchased by the Seller pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class I-B-2 Percentage (with respect to each such Group I

Mortgage Loan) of the excess of the unpaid principal balance of such

Mortgage Loan substituted for a Mortgage Loan during the one month period

ending on the day preceding the Determination Date for such Distribution

Date over the unpaid principal balance of such Mortgage Loan, less the

amount allocable to the principal portion of any unreimbursed Periodic

Advances previously made by the applicable Servicer, the Master Servicer

or the Trustee in respect of such Mortgage Loan; and

(II) the Class I-B-2 Prepayment Percentage of the Recovery for Loan Group I for

such Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to

such Class and such Distribution Date, the Class I-B-2 Optimal Principal Amount

will equal the lesser of (A) the Class I-B-2 Optimal Principal Amount calculated

as described in the preceding provisions and (B) the Adjusted Principal Balance

for the Class I-B-2 Certificates.

Class I-B-2 Percentage: As to any Distribution Date, the percentage

calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a

fraction, the numerator of which is the Class I-B-2 Principal Balance

(determined as of the Determination Date preceding such Distribution Date) and

the denominator of which is the Group I-B Principal Balance.

Class I-B-2 Prepayment Percentage: As to any Distribution Date,