POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 12/9/2005

POOLING AND SERVICING AGREEMENT, Parties: wachovia mortgage loan tr , u.s. bank national association

EXECUTION COPY

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

WACHOVIA MORTGAGE LOAN TRUST, LLC,

as Depositor,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer and Certificate Administrator,

NATIONAL CITY MORTGAGE CO. and SUNTRUST MORTGAGE, INC.,

as Servicers,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated November 22, 2005

Mortgage Pass-Through Certificates

Series 2005-B

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

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS..............................................4

Section 1.01 Defined Terms.......................................4

Section 1.02 Interest Calculations..............................35

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF

CERTIFICATES............................................35

Section 2.01 Conveyance of Mortgage Loans.......................35

Section 2.02 Acceptance by the Custodian of the Mortgage

Loans..............................................38

Section 2.03 Representations, Warranties and Covenants of the

Master Servicer and the Servicers..................40

Section 2.04 Assignment of Interest in the Mortgage Loan Purchase

Agreement; Depositor Representations and

Warranties.........................................44

Section 2.05 Intent of Parties and Protection of Title..........46

Section 2.06 Designation of Interests in the REMIC..............47

Section 2.07 Designation of Start-up Day........................47

Section 2.08 REMIC Certificate Maturity Date....................47

Section 2.09 Execution and Delivery of Certificate..............47

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..........48

Section 3.01 Servicers to Service Mortgage Loans................48

Section 3.02 Subservicing; Enforcement of the Obligations of

Servicers..........................................49

Section 3.03 Fidelity Bond; Errors and Omissions

Insurance..........................................50

Section 3.04 Access to Certain Documentation....................50

Section 3.05 Maintenance of Primary Insurance Policy;

Claims.............................................51

Section 3.06 Rights of the Depositor and the Trustee in

Respect of the Servicers...........................52

Section 3.07 [Reserved].........................................52

Section 3.08 Collection of Mortgage Loan Payments; Servicer

Custodial Accounts; Certificate Account; and

Upper-Tier Certificate Account.....................52

Section 3.09 Collection of Taxes, Assessments and Similar

Items; Escrow Accounts.............................55

Section 3.10 Access to Certain Documentation and Information

Regarding the Mortgage Loans.......................57

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<PAGE>

TABLE OF CONTENTS

(continued)

Page

Section 3.11 Permitted Withdrawals from the Servicer Custodial

Accounts; Certificate Account and Upper-Tier

Certificate Account................................57

Section 3.12 Maintenance of Hazard Insurance....................59

Section 3.13 Enforcement of Due-On-Sale Clauses;

Assumption Agreements..............................60

Section 3.14 Realization Upon Defaulted Mortgage Loans;

REO Property.......................................60

Section 3.15 Custodian to Cooperate; Release of Mortgage

Files..............................................62

Section 3.16 Documents, Records and Funds in Possession of the

Master Servicer and Servicers to be Held for the

Trustee............................................64

Section 3.17 Servicing and Master Servicer Compensation.........64

Section 3.18 Annual Statements as to Compliance.................65

Section 3.19 Annual Independent Public Accountants' Servicing and

Master Servicing Statement; Financial

Statements.........................................66

Section 3.20 Advances...........................................66

Section 3.21 Modifications, Waivers, Amendments and

Consents...........................................67

Section 3.22 Reports to the Securities and Exchange

Commission.........................................68

Section 3.23 Annual Certification...............................69

Section 3.24 Master Servicer....................................69

Section 3.25 Monitoring of Servicers............................71

Section 3.26 Power to Act; Procedures...........................72

ARTICLE IV SERVICER'S monthly reports..............................73

Section 4.01 Servicer's Monthly Reports.........................73

ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;

REMIC ADMINISTRATION....................................73

Section 5.01 Distributions......................................73

Section 5.02 Priorities of Distributions........................73

Section 5.03 Allocation of Losses...............................78

Section 5.04 Statements to Certificateholders...................80

Section 5.05 Tax Returns and Reports to Certificateholders......82

Section 5.06 Tax Matters Person.................................83

Section 5.07 Rights of the Tax Matters Person in Respect of the

Certificate Administrator..........................83

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<PAGE>

TABLE OF CONTENTS

(continued)

Page

Section 5.08 REMIC Related Covenants............................83

ARTICLE VI THE CERTIFICATES........................................84

Section 6.01 The Certificates...................................84

Section 6.02 Registration of Transfer and Exchange of

Certificates.......................................85

Section 6.03 Mutilated, Destroyed, Lost or Stolen

Certificates.......................................89

Section 6.04 Persons Deemed Owners..............................90

ARTICLE VII THE DEPOSITOR, THE MASTER SERVICER AND THE

SERVICERS...............................................90

Section 7.01 Respective Liabilities of the Depositor, the Master

Servicer and the Servicers.........................90

Section 7.02 Merger or Consolidation of the Depositor, the Master

Servicer or a Servicer.............................90

Section 7.03 Limitation on Liability of the Depositor, the Master

Servicer, the Servicers and Others; Liability of

Master Servicer and Servicers......................91

Section 7.04 Depositor, Master Servicer and Servicers Not to

Resign.............................................93

Section 7.05 Successor Master Servicer..........................93

Section 7.06 Sale and Assignment of Master Servicing............94

ARTICLE VIII DEFAULT.................................................94

Section 8.01 Events of Default..................................94

Section 8.02 Remedies of Trustee................................97

Section 8.03 Directions by Certificateholders and Duties of

Trustee During Event of Default................... 98

Section 8.04 Action upon Certain Failures of the Master Servicer

or a Servicer and upon Event of Default............98

Section 8.05 Trustee and Master Servicer to Act; Appointment of

Successors.........................................98

Section 8.06 Notification to Certificateholders................100

ARTICLE IX THE TRUSTEE AND CERTIFICATE ADMINISTRATOR..............100

Section 9.01 Duties of Trustee and the Certificate

Administrator.....................................100

Section 9.02 Certain Matters Affecting the Trustee and

Certificate Administrator.........................102

-iii-

<PAGE>

TABLE OF CONTENTS

(continued)

Page

Section 9.03 Neither Trustee nor Certificate Administrator

Liable for Certificates or Mortgage Loans.........104

Section 9.04 Trustee and Certificate Administrator May Own

Certificates......................................105

Section 9.05 Eligibility Requirements for Trustee, Certificate

Administrator.....................................105

Section 9.06 Resignation and Removal of Trustee and the

Certificate Administrator.........................106

Section 9.07 Successor Trustee or Certificate

Administrator.....................................107

Section 9.08 Merger or Consolidation of Trustee or the Certificate

Administrator.....................................107

Section 9.09 Appointment of Co-Trustee or Separate

Trustee...........................................108

Section 9.10 Authenticating Agents.............................109

Section 9.11 Trustee's Fees and Expenses and Certificate

Administrator's Fees and Expenses.................110

Section 9.12 [Reserved]........................................110

Section 9.13 [Reserved]........................................110

Section 9.14 Limitation of Liability...........................110

Section 9.15 Trustee May Enforce Claims Without Possession of

Certificates......................................110

Section 9.16 Suits for Enforcement.............................111

Section 9.17 Waiver of Bond Requirement........................111

Section 9.18 Waiver of Inventory, Accounting and Appraisal

Requirement.......................................111

ARTICLE X TERMINATION............................................111

Section 10.01 Termination upon Purchase by the Master Servicer

or Liquidation of All Mortgage Loans..............111

Section 10.02 Additional Termination Requirements...............113

ARTICLE XI MISCELLANEOUS PROVISIONS...............................113

Section 11.01 Amendment.........................................113

Section 11.02 Recordation of Agreement..........................115

Section 11.03 Limitation on Rights of Certificateholders........115

Section 11.04 Governing Law.....................................116

Section 11.05 Notices...........................................116

Section 11.06 Severability of Provisions........................117

-iv-

<PAGE>

TABLE OF CONTENTS

(continued)

Page

Section 11.07 Certificates Nonassessable and Fully Paid.........117

Section 11.08 Access to List of Certificateholders..............117

-v-

<PAGE>

APPENDICES

Appendix 1 Calculation of Uncertificated Lower-Tier Regular

Interest Y Principal Reduction Amounts

EXHIBITS

Exhibit A-1 Form of Class A Certificate

Exhibit A-2 Form of Class A-R Certificate

Exhibit B Form of Class B-1, Class B-2 and Class B-3 Certificate

Exhibit C Form of Class B-4, Class B-5 and Class B-6 Certificate

Exhibit D-1 Mortgage Loan Schedule (Loan Group 1)

Exhibit D-2 Mortgage Loan Schedule (Loan Group 2)

Exhibit D-3 Mortgage Loan Schedule (Loan Group 3)

Exhibit D-4 Mortgage Loan Schedule (Loan Group 4)

Exhibit E Form of Request for Release of Documents

Exhibit F Form of Certification of Establishment of Account

Exhibit G-1 Form of Transferor's Certificate

Exhibit G-2A Form 1 of Transferee's Certificate

Exhibit G-2B Form 2 of Transferee's Certificate

Exhibit H Form of Transferee Representation Letter

for ERISA Restricted Certificates

Exhibit I-1 Form of Affidavit Regarding Transfer of Residual

Certificates

Exhibit I-2 Form of Transferor Certificate Regarding Transfer of

Residual Certificates

Exhibit J [Reserved]

Exhibit K [Reserved]

Exhibit L [Reserved]

Exhibit M Form of Lost Note Affidavit

Exhibit N Form of Custodial Agreement

Exhibit O Form of Initial Certification

Exhibit P Form of Final Certification

-vi-

<PAGE>

POOLING AND SERVICING AGREEMENT

THIS POOLING AND SERVICING AGREEMENT, dated November 22, 2005, is

hereby executed by and among WACHOVIA MORTGAGE LOAN TRUST, LLC, as Depositor,

WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), as Master Servicer and

Certificate Administrator, NATIONAL CITY MORTGAGE CO. ("National City"), as a

Servicer, SUNTRUST MORTGAGE, INC. ("SunTrust"), as a Servicer, and U.S. BANK

NATIONAL ASSOCIATION, as Trustee.

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

In consideration of the mutual agreements herein contained, the

Depositor, the Master Servicer, the Servicers, the Certificate Administrator and

the Trustee agree as follows:

PRELIMINARY STATEMENT

In exchange for the Certificates, the Depositor will convey the Trust

Estate to the Trustee and create the Trust.

LOWER-TIER REMIC

As provided herein, the Certificate Administrator, on behalf of the

Trustee, will make an election to treat the entire segregated pool of assets

described in the definition of Trust Estate (including the Mortgage Loans), and

subject to this Agreement, as a real estate mortgage investment conduit (a

"REMIC") for federal income tax purposes and such segregated pool of assets will

be designated as the "Lower-Tier REMIC." Component I of the Class 1-A-R

Certificates will represent ownership of the sole class of "residual interests"

in the Lower-Tier REMIC for purposes of the REMIC Provisions (as defined

herein).

The following table irrevocably sets forth the designation,

Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance

for each of the "regular interests" in the Lower-Tier REMIC (the "Uncertificated

Lower-Tier Regular Interests") and the designation, Pass-Through Rate and

initial Class Certificate Balance of Component I of the Class 1-A-R

Certificates. None of the Uncertificated Lower-Tier Regular Interests will be

certificated. Solely for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the

Uncertificated Lower-Tier Regular Interests and Component I of the Class 1-A-R

Certificates shall be the REMIC Certificate Maturity Date.

<PAGE>

<TABLE>

Designation (or Pass-Through Rate) Principal Balance (or Initial Class

Certificate Balance)

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

Y-1 Variable(1) $36,177.05 ----------------------------

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

Y-2 Variable(1) $86,169.46 ----------------------------

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

Y-3 Variable(1) $52,023.11 ----------------------------

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

Y-4 Variable(1) $36,697.89 ----------------------------

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

Z-1 Variable(1) $72,317,914.14 ----------------------------

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

Z-2 Variable(1) $172,267,587.68 ----------------------------

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

Z-3 Variable(1) $103,994,203.44 ----------------------------

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

Z-4 Variable(1) $73,365,392.67 ----------------------------

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

Component I of the Class Variable(2) $100.00 1-A-R ----------------------------

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

</TABLE>

(1) Calculated in accordance with the definition of "Uncertificated Pass-Through

Rate" herein.

(2) For each Distribution Date, interest will accrue on Component I of the Class

1-A-R Certificates at a per annum rate equal to the Net WAC for the Group 1

Mortgage Loans.

UPPER-TIER REMIC

A segregated pool of assets consisting of the Uncertificated

Lower-Tier Regular Interests will be designated as the "Upper-Tier REMIC" and

the Certificate Administrator will make a separate REMIC election with respect

thereto. Each of the Certificates (other than the Class 1-A-R Certificates) will

be "regular interests" in the Upper-Tier REMIC (referred to collectively as the

"Regular Certificates") and Component II of the Class 1-A-R Certificates will

represent ownership of the sole class of "residual interests" in the Upper-Tier

REMIC for purposes of the REMIC Provisions. Solely for purposes of satisfying

Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity

date," for each of the Regular Certificates and Component II of the Class 1-A-R

Certificates shall be the REMIC Certificate Maturity Date. The Certificates and

the Uncertificated Lower-Tier Regular Interests will represent the entire

beneficial ownership interest in the Trust.

The following table sets forth characteristics of the

Certificates, together with the minimum denominations and integral multiples in

excess thereof in which the Classes of Certificates shall be issuable (except

that one Certificate of each Class of Certificates may be issued in any amount

in excess of the minimum denomination):

<PAGE>

<TABLE>

Integral

Multiples

Initial Class Pass-Through Minimum In Excess

Classes Certificate Balance Rate Denomination Of Minimum

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

Class 1-A-1 $65,290,000.00 (1) $ 10,000 $1

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

Class 1-A-2 $4,278,000.00 (1) $ 10,000 $1

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

Component II of $0.00 (1) (6) N/A

Class 1-A-R

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

Class 2-A-1 $60,000,000.00 (2) $ 10,000 $1

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

Class 2-A-2 $62,802,000.00 (2) $ 10,000 $1

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

Class 2-A-3 $14,016,000.00 (2) $ 10,000 $1

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

Class 2-A-4 $22,520,000.00 (2) $ 10,000 $1

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

Class 2-A-5 $6,380,000.00 (2) $ 10,000 $1

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

Class 3-A-1 $96,188,000.00 (3) $ 10,000 $1

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

Class 3-A-2 $3,852,000.00 (3) $ 10,000 $1

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

Class 4-A-1 $67,859,000.00 (4) $ 10,000 $1

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

Class 4-A-2 $2,717,000.00 (4) $ 10,000 $1

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

Class B-1 $8,655,000.00 (5) $ 10,000 $1

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

Class B-2 $2,955,000.00 (5) $ 10,000 $1

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

Class B-3 $1,477,000.00 (5) $ 10,000 $1

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

Class B-4 $1,266,000.00 (5) $ 10,000 $1

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

Class B-5 $1,055,000.00 (5) $ 10,000 $1

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

Class B-6 $846,065.44 (5) $ 10,000 $1

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

</TABLE>

(1) For each Distribution Date, interest will accrue on these Certificates

at a per annum rate equal to the Net WAC for the Group 1 Mortgage Loans.

(2) For each Distribution Date, interest will accrue on these Certificates

at a per annum rate equal to the Net WAC for the Group 2 Mortgage Loans.

(3) For each Distribution Date, interest will accrue on these Certificates

at a per annum rate equal to the Net WAC for the Group 3 Mortgage Loans.

(4) For each Distribution Date, interest will accrue on these Certificates

at a per annum rate equal to the Net WAC for the Group 4 Mortgage Loans.

(5) For each Distribution Date, interest will accrue on these Certificates

at a per annum rate equal to Net WAC for Mortgage Loans in all Loan Groups,

weighted on the basis of the aggregate Stated Principal Balances of the Mortgage

Loans in each Loan Group on the Due Date in the month preceding the month of

such Distribution Date minus the Class Certificate Balance of the related

Classes of Class A Certificates.

<PAGE>

(6) Other than the 0.01% Percentage Interest in the Class 1-A-R

Certificates to be held by the Seller, the minimum denomination of the Class

1-A-R Certificates will be 20% of the Percentage Interest of the Class 1-A-R

Certificates.

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. Whenever used in this Agreement,

the following words and phrases, unless the context otherwise requires, shall

have the meanings specified in this Article:

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

Accepted Master Servicing Practices: With respect to any

Mortgage Loan, those customary mortgage servicing practices of prudent mortgage

servicing institutions that master service mortgage loans of the same type and

quality as such Mortgage Loan in the jurisdiction where the related Mortgaged

Property is located, to the extent applicable to the Trustee or the Master

Servicer (except in its capacity as successor to a Servicer).

Accrued Certificate Interest: For any Distribution Date and

each interest-bearing Class, one month's interest accrued during the related

Interest Accrual Period at the applicable Pass-Through Rate on the applicable

Class Certificate Balance.

Adjusted Pool Amount: With respect to any Distribution Date

and Loan Group, the Cut-Off Date Pool Principal Balance of the Mortgage Loans in

such Loan Group minus the sum of (i) all amounts in respect of principal

received in respect of the Mortgage Loans in such Loan Group (including, without

limitation, amounts received as Monthly Payments, Periodic Advances, Principal

Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and

distributed to Holders of Certificates on such Distribution Date and all prior

Distribution Dates, (ii) the principal portion of all Realized Losses (other

than Debt Service Reductions) incurred on the Mortgage Loans in such Loan Group

from the Cut-Off Date through the end of the month preceding such Distribution

Date and (iii) any amounts capitalized as a result of modifications to such

Mortgage Loans pursuant to Section 3.21.

Advance: A Periodic Advance or a Servicing Advance.

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.

Aggregate Subordinate Percentage: As to any Distribution Date,

the aggregate Class Certificate Balance of the Subordinate Certificates divided

by the aggregate Pool Stated Principal Balance for all Loan Groups.

<PAGE>

Agreement: This Pooling and Servicing Agreement together with

all amendments hereof and supplements hereto.

Amount Held for Future Distribution: As to any Distribution

Date and Loan Group, the total of the amounts held in the related Servicer

Custodial Account at the close of business on the preceding Determination Date

on account of (i) Principal Prepayments and Liquidation Proceeds received or

made on the Mortgage Loans in such Loan Group in the month of such Distribution

Date and (ii) payments which represent receipt of Monthly Payments on the

Mortgage Loans in such Loan Group in respect of a Due Date or Due Dates

subsequent to the related Due Date.

Appraised Value: With respect to any Mortgaged Property,

either (i) the lesser of (a) the appraised value determined in an appraisal

obtained by the originator at origination of such Mortgage Loan and (b) the

sales price for such property, except that, in the case of Mortgage Loans the

proceeds of which were used to refinance an existing mortgage loan, the

Appraised Value of the related Mortgaged Property is the appraised value thereof

determined in an appraisal obtained at the time of refinancing, or (ii) the

appraised value determined in an appraisal made at the request of a Mortgagor

subsequent to origination in order to eliminate the Mortgagor's obligation to

keep a Primary Insurance Policy in force.

Assignment of Mortgage: An individual assignment of the

Mortgage, notice of transfer or equivalent instrument in recordable form,

sufficient under the laws of the jurisdiction wherein the related Mortgaged

Property is located to give record notice of the assignment of the Mortgage.

Authenticating Agents: As defined in Section 9.10.

Book-Entry Certificate: All Classes of Certificates other

than the Physical Certificates.

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

(ii) a day on which banking institutions in the State of North Carolina, the

State of Delaware, the State of Maryland, the State of New York, each state in

which the servicing office of a Servicer is located or the states in which the

Corporate Trust Offices of the Certificate Administrator and the Trustee are

located are required or authorized by law or executive order to be closed.

Certificate: Any of the Wachovia Mortgage Loan Trust, LLC

Mortgage Pass-Through Certificates, Series 2005-B that are issued pursuant to

this Agreement.

Certificate Account: The separate Eligible Account created and

maintained by the Certificate Administrator pursuant to Section 3.08(c) in the

name of the Certificate Administrator, on behalf of the Trustee, for the benefit

of the Certificateholders and designated "Wells Fargo Bank, National

Association, in trust for registered holders of Wachovia Mortgage Loan Trust,

LLC Mortgage Pass-Through Certificates, Series 2005-B." Funds in the Certificate

Account shall be held in trust for the Certificateholders for the uses and

purposes set forth in this Agreement.

Certificate Administrator: The Master Servicer.

<PAGE>

Certificate Balance: With respect to any Certificate at any

date, the product of the Percentage Interest of such Certificate and the Class

Certificate Balance of the Class of Certificates of which such Certificate is a

part.

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

the Person who is the beneficial owner of a Book-Entry Certificate. With respect

to any Definitive Certificate, the Certificateholder of such Certificate.

Certificate Register: The register maintained pursuant to

Section 6.02.

Certificate Registrar: The registrar appointed pursuant to

Section 6.02.

Certificateholder: The Person in whose name a Certificate is

registered in the Certificate Register, except that, solely for the purpose of

giving any consent pursuant to this Agreement, any Certificate registered in the

name of the Depositor, either Servicer or any affiliate thereof shall be deemed

not to be outstanding and the Percentage Interest and Voting Rights evidenced

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

amount of Percentage Interests or Voting Rights, as the case may be, necessary

to effect any such consent has been obtained, provided that none of the

Certificate Registrar, the Certificate Administrator, or the Trustee shall be

responsible for knowing that any Certificate is registered in the name of such

an affiliate unless a Responsible Officer of any such party has actual

knowledge.

Class: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class 2-A-1,

Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 3-A-1, Class 3-A-2,

Class 4-A-1, Class 4-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5

and Class B-6 Certificates, as the case may be.

Class A Certificates: The Class 1-A-1, Class 1-A-2, Class

1-A-R, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class

3-A-1, Class 3-A-2, Class 4-A-1 and Class 4-A-2 Certificates.

Class B Certificates: The Class B-1, Class B-2, Class B-3,

Class B-4, Class B-5 and Class B-6 Certificates.

Class 1-A-2 Loss Allocation Amount: With respect to any

Distribution Date after the Senior Credit Support Depletion Date, the amount, if

any, by which the Class Certificate Balance of the Class 1-A-2 Certificates

would be reduced as a result of the allocation of any Realized Loss pursuant to

Section 5.03(b) to such Class, without regard to the operation of Section

5.03(e).

Class 2-A-5 Loss Allocation Amount: With respect to any

Distribution Date after the Senior Credit Support Depletion Date, the amount, if

any, by which the Class Certificate Balance of the Class 2-A-5 Certificates

would be reduced as a result of the allocation of any Realized Loss pursuant to

Section 5.03(b) to such Class, without regard to the operation of Section

5.03(e).

<PAGE>

Class 3-A-2 Loss Allocation Amount: With respect to any

Distribution Date after the Senior Credit Support Depletion Date, the amount, if

any, by which the Class Certificate Balance of the Class 3-A-2 Certificates

would be reduced as a result of the allocation of any Realized Loss pursuant to

Section 5.03(b) to such Class, without regard to the operation of Section

5.03(e).

Class 4-A-2 Loss Allocation Amount: With respect to any

Distribution Date after the Senior Credit Support Depletion Date, the amount, if

any, by which the Class Certificate Balance of the Class 4-A-2 Certificates

would be reduced as a result of the allocation of any Realized Loss pursuant to

Section 5.03(b) to such Class, without regard to the operation of Section

5.03(e).

Class Certificate Balance: With respect to any Class and any

date of determination, the Initial Class Certificate Balance of such Class minus

the sum of (i) all distributions of principal made with respect thereto, (ii)

all Realized Losses allocated thereto pursuant to Section 5.03(a), and (iii) all

other reductions in Class Certificate Balance previously allocated thereto

pursuant to Section 5.03(b), plus the amount of any Subsequent Recoveries added

to the Class Certificate Balance of such Class pursuant to Section 5.03(f).

Class Interest Shortfall: For any Distribution Date and each

interest-bearing Class, the amount by which Accrued Certificate Interest for

such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of

interest actually distributed on such Class on such Distribution Date pursuant

to clause (i) of the definition of "Interest Distribution Amount."

Class Unpaid Interest Shortfall: As to any Distribution Date

and each interest-bearing Class, the amount by which the aggregate Class

Interest Shortfalls for such Class on prior Distribution Dates exceeds the

amount of interest actually distributed on such Class on such prior Distribution

Dates pursuant to clause (ii) of the definition of "Interest Distribution

Amount."

Closing Date: November 22, 2005.

Code: The Internal Revenue Code of 1986, as amended.

Compensating Interest: As defined in Section 3.17.

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

corporations.

Corporate Trust Office: With respect to the Certificate

Administrator, for purposes of transfers and exchanges and for presentment and

surrender of the Certificates for final payment, Sixth Street and Marquette

Avenue, Minneapolis, Minnesota 55479, Attention: Client Manager -- Wachovia

Mortgage Loan Trust, Series 2005-B, and for all other purposes, 9062 Old

Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager -- Wachovia

Mortgage Loan Trust, Series 2005-B, telephone number (410) 884-2000. With

respect to the Trustee, the principal office of the Trustee at which at any

particular time its certificate transfer services are conducted, which office at

the date of the execution of this instrument is located at 60 Livingston Avenue,

EP-MN-WS3D, St. Paul, Minnesota 55107, Attention: Structured Finance/WMLT

2005-B.

<PAGE>

Custodial Agreement: The Custodial Agreement, dated as of

November 22, 2005, among the Depositor, the Custodian, the Master Servicer, the

Servicers and the Trustee, which is attached hereto as Exhibit N, as the same

may be amended or modified from time to time in accordance with the terms

thereof.

Custodian: Wachovia Bank, National Association, or its

successor in interest under the Custodial Agreement.

Customary Servicing Procedures: With respect to a Servicer,

procedures (including collection procedures) that such Servicer customarily

employs and exercises in servicing and administering mortgage loans for its own

account and which are in accordance with accepted mortgage servicing practices

of prudent lending institutions servicing mortgage loans of the same type as the

Mortgage Loans in the jurisdictions in which the related Mortgaged Properties

are located.

Cut-Off Date: November 1, 2005.

Cut-Off Date Pool Principal Balance: For each Loan Group the

aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in such

Loan Group which is $72,354,091.19 for Loan Group 1, $172,353,757.14 for Loan

Group 2, $104,046,226.55 for Loan Group 3 and $73,402,090.56 for Loan Group 4.

Cut-Off Date Principal Balance: As to any Mortgage Loan, the

unpaid principal balance thereof as of the close of business on the Cut-Off

Date, reduced by all installments of principal due on or prior thereto whether

or not paid.

Debt Service Reduction: As to any Mortgage Loan and any

Determination Date, the excess of (i) the Monthly Payment due on the related Due

Date under the terms of such Mortgage Loan over (ii) the amount of the monthly

payment of principal and/or interest required to be paid with respect to such

Due Date by the Mortgagor as established by a court of competent jurisdiction

(pursuant to an order which has become final and nonappealable) as a result of a

case initiated by or against the related Mortgagor under the United States

Bankruptcy Code, as amended (Title 11, U.S.C.); provided that no such excess

shall be considered a Debt Service Reduction so long as (a) the Servicer

servicing such Mortgage Loan is pursuing an appeal of the court order giving

rise to any such modification and (b)(1) such Mortgage Loan is not in default

with respect to payment due thereunder in accordance with the terms of such

Mortgage Loan as in effect immediately prior to such bankruptcy case or (2)

Monthly Payments are being advanced by such Servicer in accordance with the

terms of such Mortgage Loan as in effect immediately prior to such bankruptcy

case.

Debt Service Reduction Mortgage Loan: Any Mortgage Loan that

became the subject of a Debt Service Reduction.

Defaulted Mortgage Loan: Any Mortgage Loan as to which (i) any

payment, or part thereof, remains unpaid for 90 days or more after the original

due date for such payment, (ii) the related Mortgagor is subject to any

bankruptcy or insolvency proceeding, (iii) the related Mortgaged Property has

been foreclosed, sold pursuant to a power of sale or trustee's sale or

repossessed, or proceedings for foreclosure, sale or repossession have been

commenced or (iv)

<PAGE>

the Servicer servicing such Mortgage Loan has determined, consistent with its

Customary Servicing Procedures, that such Mortgage Loan is not collectible and

should be written off in whole or in part.

Defective Mortgage Loan: Any Mortgage Loan which is required

to be cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.

Deficient Valuation: As to any Mortgage Loan and any

Determination Date, the excess of (i) the then outstanding indebtedness under

such Mortgage Loan over (ii) the value of the related Mortgaged Property

established by a court of competent jurisdiction (pursuant to an order which has

become final and nonappealable) as a result of a case initiated by or against

the related Mortgagor under the United States Bankruptcy Code, as amended (Title

11, U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property;

provided that no such excess shall be considered a Deficient Valuation so long

as (a) the Servicer servicing such Mortgage Loan is pursuing an appeal of the

court order giving rise to any such modification and (b)(1) such Mortgage Loan

is not in default with respect to payments due thereunder in accordance with the

terms of such Mortgage Loan as in effect immediately prior to such bankruptcy

case or (2) Monthly Payments are being advanced by such Servicer in accordance

with the terms of such Mortgage Loan as in effect immediately prior to such

bankruptcy case.

Deficient Valuation Mortgage Loan: Any Mortgage Loan that

became the subject of a Deficient Valuation.

Definitive Certificates: As defined in Section 6.02(c)(iii).

Depositor: Wachovia Mortgage Loan Trust, LLC, a Delaware

limited liability company, or its successor in interest, as depositor under

this Agreement.

Depository: The Depository Trust Company, the nominee

of which is Cede & Co., as the registered Holder of the Book-Entry

Certificates or any successor thereto appointed in accordance with this

Agreement. The Depository shall at all times be a "clearing corporation" as

defined in Section 8-102 of the New York Uniform Commercial Code.

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: As to any Distribution Date, the 16th day

of the month of the related Distribution Date or, if such 16th day is not a

Business Day, the Business Day immediately preceding such 16th day.

Distribution Date: The 20th day of each month beginning in

December 2005 (or, if such day is not a Business Day, the next Business Day).

Distribution Date Statement: As defined in Section 5.04(b).

Due Date: As to any Distribution Date and each Mortgage Loan,

the first day in the calendar month of such Distribution Date.

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Eligible Account: Any of (i) a federal or state chartered

depository institution the short-term unsecured debt obligations of which (or,

in the case of a depository institution that is the principal subsidiary of a

holding company, the debt obligations of such holding company) have the highest

short-term ratings of each Rating Agency at the time any amounts are held on

deposit therein, (ii) an account or accounts in a depository institution in

which such accounts are insured by the FDIC (to the limits established by the

FDIC) and the uninsured deposits in which accounts are otherwise secured such

that, as evidenced by an Opinion of Counsel delivered to the Certificate

Administrator and the Trustee and to each Rating Agency, the Certificateholders

have a claim with respect to the funds in such account or a perfected first

priority security interest against any collateral (which shall be limited to

Permitted Investments) securing such funds that is superior to claims of any

other depositors or creditors of the depository institution in which such

account is maintained, (iii) a trust account or accounts maintained with the

trust department of a federal or state chartered depository institution, acting

in its fiduciary capacity or (iii) any other account acceptable to each Rating

Agency. Eligible Accounts may bear interest and may include, if otherwise

qualified under this definition, accounts maintained with the institutions

acting as Certificate Administrator, Master Servicer or Trustee.

ERISA: The Employee Retirement Income Security Act of 1974,

as amended.

ERISA Restricted Certificates: Any Class B-4, Class B-5 or

Class B-6 Certificate.

Escrow Account: As defined in Section 3.09.

Escrow Payments: The amounts constituting taxes, assessments,

Primary Insurance Policy premiums, fire and hazard insurance premiums and other

payments as may be required to be escrowed by the Mortgagor with the mortgagee

pursuant to the terms of any Mortgage Note or Mortgage.

Event of Default: As defined in Section 8.01.

Excess Proceeds: With respect to any Liquidated Mortgage Loan,

the amount, if any, by which the sum of any Liquidation Proceeds of such

Mortgage Loan received in the calendar month in which such Mortgage Loan became

a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the

related Servicer as Nonrecoverable Advances with respect to such Mortgage Loan

pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of

such Liquidated Mortgage Loan as of the Due Date in the month in which such

Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at

the Mortgage Interest Rate from the Due Date as to which interest was last paid

up to the Due Date applicable to the Distribution Date immediately following the

calendar month during which such liquidation occurred.

FDIC: The Federal Deposit Insurance Corporation, or any

successor thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, or any

successor thereto.

<PAGE>

Final Distribution Date: The Distribution Date on which

the final distribution in respect of the Certificates will be made pursuant to

Section 10.01.

Financial Market Service: Bloomberg Financial Service or

any other financial information provider designated by the Depositor by

written notice to the Certificate Administrator.

FIRREA: The Financial Institutions Reform, Recovery and

Enforcement Act of 1989, as amended.

Fitch: Fitch Ratings, and its successors in interest.

FNMA: Fannie Mae, or any successor thereto.

Fractional Interest: As defined in Section 5.02(d).

Gross Margin: As to each Mortgage Loan, the fixed percentage

set forth in the related Mortgage Note and indicated in the Mortgage Loan

Schedule as the "Gross Margin," which percentage is added to the Index on each

Rate Adjustment Date to determine (subject to rounding, the Initial Cap, the

Periodic Cap and the Lifetime Cap) the Mortgage Interest Rate on such Mortgage

Loan until the next Rate Adjustment Date.

Group: Any of Group 1, Group 2, Group 3 or Group 4.

Group 1: The Group 1-A Certificates.

Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit

D-1 hereto.

Group 2: The Group 2-A Certificates.

Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit

D-2 hereto.

Group 3: The Group 3-A Certificates.

Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit

D-3 hereto.

Group 4: The Group 4-A Certificates.

Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit

D-4 hereto.

Group 1-A Certificates: The Class 1-A-1, Class 1-A-2 and

Class 1-A-R Certificates.

Group 2-A Certificates: The Class 2-A-1, Class 2-A-2, Class

2-A-3, Class 2-A-4 and Class 2-A-5 Certificates.

Group 3-A Certificates: The Class 3-A-1 Certificates and

Class 3-A-2 Certificates.

<PAGE>

Group 4-A Certificates: The Class 4-A-1 Certificates and

Class 4-A-2 Certificates.

Group Subordinate Amount: With respect to any Distribution

Date and any Loan Group, the excess of the Pool Stated Principal Balance for

such Loan Group over the aggregate Class Certificate Balance of the Senior

Certificates of the Related Group immediately prior to such date.

Holder: A Certificateholder.

Independent: When used with respect to any specified Person

means such a Person who (i) is in fact independent of the Depositor, the

Certificate Administrator, the Master Servicer and each Servicer, (ii) does not

have any direct financial interest or any material indirect financial interest

in the Depositor, the Certificate Administrator, the Master Servicer, either

Servicer or in an affiliate of any of them, and (iii) is not connected with the

Depositor, the Master Servicer or either Servicer as an officer, employee,

promoter, underwriter, trustee, partner, director or person performing similar

functions.

Index: As to any Mortgage Loan and Rate Adjustment Date, a

rate per annum that is defined to be the arithmetic mean of the London interbank

offered rate quotations for one year U.S. Dollar-denominated deposits, as

published in The Wall Street Journal and most recently available either (i) as

of the first Business Day in the month preceding the month of the applicable

Rate Adjustment Date or (ii) forty-five days before the applicable Rate

Adjustment Date or, in the event that such index is no longer available, a

substitute index selected by the applicable Servicer in accordance with the

terms of the related Mortgage Note.

Initial Cap: For each Mortgage Loan, the applicable limit on

the adjustment of the Mortgage Interest Rate for the initial Rate Adjustment

Date specified in the applicable Mortgage Note and designated as such in the

Mortgage Loan Schedule.

Initial Class Certificate Balance: As to each Class of

Certificates, the Class Certificate Balance set forth in the Preliminary

Statement.

Insurance Policy: With respect to any Mortgage Loan included

in the Trust Estate, any related insurance policy, including all riders and

endorsements thereto in effect, including any replacement policy or policies for

any Insurance Policies.

Insurance Proceeds: Proceeds paid by an insurer pursuant to

any Insurance Policy, in each case other than any amount included in such

Insurance Proceeds in respect of Insured Expenses.

Insured Expenses: Expenses covered by an Insurance Policy or

any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period: As to any Distribution Date and each

Class of Certificates, the immediately preceding calendar month.

<PAGE>

Interest Distribution Amount: For any Distribution Date and

each interest-bearing Class, the sum of (i) the Accrued Certificate Interest,

subject to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid

Interest Shortfall for such Class.

Lifetime Cap: As to any Mortgage Loan, the maximum Mortgage

Interest Rate set forth in the related Mortgage Note and indicated in the

Mortgage Loan Schedule.

Liquidated Mortgage Loan: With respect to any Distribution

Date, a Defaulted Mortgage Loan (including any REO Property) that was liquidated

in the calendar month preceding the month of such Distribution Date and as to

which the related Servicer or the Master Servicer has certified (in accordance

with this Agreement) that it has received all proceeds it expects to receive in

connection with the liquidation of such Mortgage Loan including the final

disposition of an REO Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds,

received in connection with the partial or complete liquidation of Defaulted

Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or

amounts received in connection with any condemnation or partial release of a

Mortgaged Property and any other proceeds received in connection with an REO

Property, less the sum of related unreimbursed Servicing Fees, Master Servicing

Fees and Advances.

Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3

or Loan Group 4.

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

Loan Group 3: The Group 3 Mortgage Loans.

Loan Group 4: The Group 4 Mortgage Loans.

Loan-to-Value Ratio: With respect to any Mortgage Loan and any

date of determination, the fraction, expressed as a percentage, the numerator of

which is the outstanding principal balance of the related Mortgage Loan at the

date of determination and the denominator of which is the Appraised Value of the

related Mortgaged Property.

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, if available, and indemnifying the Depositor and its

assignees against any loss, cost or liability resulting from the failure to

deliver the original Mortgage Note) in the form of Exhibit M hereto.

Lower-Tier Distribution Amount: For any Distribution Date, the

Pool Distribution Amount for each Loan Group shall be deemed distributed to the

Upper-Tier REMIC, as the holder of the Uncertificated Lower-Tier Regular

Interests, and to Holders of the

<PAGE>

Class 1-A-R Certificates in respect of Component I thereof, in the following

amounts and priority:

(a) To the extent of the Pool Distribution Amount for

Loan Group 1:

(i) first, to Uncertificated Lower-Tier Regular

Interests Y-1 and Z-1, concurrently, the Uncertificated Accrued

Interest for such regular interests remaining unpaid from previous

Distribution Dates, pro rata according to their respective shares of

such unpaid amounts;

(ii) second, to Uncertificated Lower-Tier Regular

Interests Y-1 and Z-1, concurrently, the Uncertificated Accrued

Interest for such regular interests for the current Distribution Date,

pro rata according to their respective Uncertificated Accrued Interest;

and

(iii) third, to Uncertificated Lower-Tier Regular

Interests Y-1 and Z-1, the Uncertificated Lower-Tier Regular Interest

Y-1 Principal Distribution Amount and the Uncertificated Lower-Tier

Regular Interest Z-1 Principal Distribution Amount, respectively;

(b) To the extent of the Pool Distribution Amount for

Loan Group 2:

(i) first, to Uncertificated Lower-Tier Regular

Interests Y-2 and Z-2, concurrently, the Uncertificated Accrued

Interest for such regular interests remaining unpaid from previous

Distribution Dates, pro rata according to their respective shares of

such unpaid amounts;

(ii) second, to Uncertificated Lower-Tier Regular

Interests Y-2 and Z-2, concurrently, the Uncertificated Accrued

Interest for such regular interests for the current Distribution Date,

pro rata according to their respective Uncertificated Accrued Interest;

and

(iii) third, to Uncertificated Lower-Tier Regular

Interests Y-2 and Z-2, the Uncertificated Lower-Tier Regular Interest

Y-2 Principal Distribution Amount and the Uncertificated Lower-Tier

Regular Interest Z-2 Principal Distribution Amount, respectively;

Loan Group 3:

(i) first, to Uncertificated Lower-Tier Regular

Interests Y-3 and Z-3, concurrently, the Uncertificated Accrued

Interest for such regular interests remaining unpaid from previous

Distribution Dates, pro rata according to their respective shares of

such unpaid amounts;

(ii) second, to Uncertificated Lower-Tier Regular

Interests Y-3 and Z-3, concurrently, the Uncertificated Accrued

Interest for such regular interests for the current Distribution Date,

pro rata according to their respective Uncertificated Accrued Interest;

and

<PAGE>

(iii) third, to Uncertificated Lower-Tier Regular

Interests Y-3 and Z-3, the Uncertificated Lower-Tier Regular Interest

Y-3 Principal Distribution Amount and the Uncertificated Lower-Tier

Regular Interest Z-3 Principal Distribution Amount, respectively;

(d) To the extent of the Pool Distribution Amount for

Loan Group 4:

(i) first, to Uncertificated Lower-Tier Regular

Interests Y-4 and Z-4, concurrently, the Uncertificated Accrued

Interest for such regular interests remaining unpaid from previous

Distribution Dates, pro rata according to their respective shares of

such unpaid amounts;

(ii) second, to Uncertificated Lower-Tier Regular

Interests Y-4 and Z-4, concurrently, the Uncertificated Accrued

Interest for such regular interests for the current Distribution Date,

pro rata according to their respective Uncertificated Accrued Interest;

and

(iii) third, to Uncertificated Lower-Tier Regular

Interests Y-4 and Z-4, the Uncertificated Lower-Tier Regular Interest

Y-4 Principal Distribution Amount and the Uncertificated Lower-Tier

Regular Interest Z-4 Principal Distribution Amount, respectively; and

(e) To the extent of the Pool Distribution Amount for

each Loan Group for such Distribution Date remaining after payment of the

amounts pursuant to paragraphs (a) through (d) of this definition of "Lower-Tier

Distribution Amount":

(i) first, to each of the Uncertificated

Lower-Tier Regular Interests, pro rata according to the amount of

unreimbursed Realized Losses allocable to principal previously

allocated to each such regular interests; provided, however, that any

amounts distributed pursuant to this paragraph (e)(i) of this

definition of "Lower-Tier Distribution Amount" shall not cause a

reduction in the Uncertificated Principal Balances of any of the

Uncertificated Lower-Tier Regular Interests; and

(ii) second, to the Class 1-A-R Certificates in

respect of Component I thereof, any remaining amount.

Lower-Tier Realized Losses: Realized Losses on each Loan Group

shall be allocated to the Uncertificated Lower-Tier Regular Interests as

follows: (1) the interest portion of Realized Losses on Group 1 Mortgage Loans,

if any, shall be allocated among Uncertificated Lower-Tier Regular Interests Y-1

and Z-1 pro rata according to the amount of interest accrued but unpaid thereon,

in reduction thereof; (2) the interest portion of Realized Losses on Group 2

Mortgage Loans, if any, shall be allocated among Uncertificated Lower-Tier

Regular Interests Y-2 and Z-2 pro rata according to the amount of interest

accrued but unpaid thereon, in reduction thereof; (3) the interest portion of

Realized Losses on Group 3 Mortgage Loans, if any, shall be allocated among

Uncertificated Lower-Tier Regular Interests Y-3 and Z-3 pro rata according to

the amount of interest accrued but unpaid thereon, in reduction thereof; and (4)

the interest portion of Realized Losses on Group 4 Mortgage Loans, if any, shall

be allocated among Uncertificated Lower-Tier Regular Interests Y-4 and Z-4 pro

rata according to the amount of

<PAGE>

interest accrued but unpaid thereon, in reduction thereof. Any interest portion

of such Realized Losses in excess of the amount allocated pursuant to the

preceding sentence shall be treated as a principal portion of Realized Losses

not attributable to any specific Mortgage Loan in such Loan Group and allocated

pursuant to the succeeding sentences. The principal portion of Realized Losses

with respect to each Loan Group shall be allocated to the Uncertificated

Lower-Tier Regular Interests as follows: (1) the principal portion of Realized

Losses on Group 1 Mortgage Loans shall be allocated, first, to Uncertificated

Lower-Tier Regular Interest Y-1 to the extent of the Uncertificated Lower-Tier

Regular Interest Y-1 Principal Reduction Amount in reduction of the

Uncertificated Principal Balance of such regular interest and, second, the

remainder, if any, of such principal portion of such Realized Losses shall be

allocated to Uncertificated Lower-Tier Regular Interest Z-1 in reduction of the

Uncertificated Principal Balance thereof; (2) the principal portion of Realized

Losses on Group 2 Mortgage Loans shall be allocated, first, to Uncertificated

Lower-Tier Regular Interest Y-2 to the extent of the Uncertificated Lower-Tier

Regular Interest Y-2 Principal Reduction Amount in reduction of the

Uncertificated Principal Balance of such regular interest and, second, the

remainder, if any, of such principal portion of such Realized Losses shall be

allocated to Uncertificated Lower-Tier Regular Interest Z-2 in reduction of the

Uncertificated Principal Balance thereof; (3) the principal portion of Realized

Losses on Group 3 Mortgage Loans shall be allocated, first, to Uncertificated

Lower-Tier Regular Interest Y-3 to the extent of the Uncertificated Lower-Tier

Regular Interest Y-3 Principal Reduction Amount in reduction of the

Uncertificated Principal Balance of such regular interest and, second, the

remainder, if any, of such principal portion of such Realized Losses shall be

allocated to Uncertificated Lower-Tier Regular Interest Z-3 in reduction of the

Uncertificated Principal Balance thereof; and (4) the principal portion of

Realized Losses on Group 4 Mortgage Loans shall be allocated, first, to

Uncertificated Lower-Tier Regular Interest Y-4 to the extent of the

Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction Amount in

reduction of the Uncertificated Principal Balance of such regular interest and,

second, the remainder, if any, of such principal portion of such Realized Losses

shall be allocated to Uncertificated Lower-Tier Regular Interest Z-4 in

reduction of the Uncertificated Principal Balance thereof.

Lower-Tier REMIC: As defined in the Preliminary Statement.

Master Servicer: As of the Closing Date, Wells Fargo Bank,

National Association and, thereafter, its respective successors in interest that

meet the qualifications as Master Servicer and Certificate Administrator

pursuant to this Agreement.

Master Servicer Certification: A written certification

covering servicing of the Mortgage Loans by the Servicers and signed by an

officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of

2002, as amended from time to time, and (ii) the February 21, 2003 Statement by

the Staff of the Division of Corporation Finance of the Securities and Exchange

Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules

13a-14 and 15d-14, as in effect from time to time; provided that if, after the

Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement

referred to in clause (ii) is modified or superceded by any subsequent

statement, rule or regulation of the Securities and Exchange Commission or any

statement of a division thereof, or (c) any future releases, rules and

regulations are published by the Securities and Exchange Commission from time to

time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects

the form or

<PAGE>

substance of the required certification and results in the required

certification being, in the reasonable judgment of the Master Servicer,

materially more onerous than the form of the required certification as of the

Closing Date, the Master Servicer Certification shall be as agreed to by the

Master Servicer and the Depositor following a negotiation in good faith to

determine how to comply with any such new requirements.

Master Servicing Fee: With respect to each Loan Group and

Distribution Date, a fee in an amount equal to one-twelfth the product of the

Master Servicing Fee Rate and the Pool Stated Principal Balance.

Master Servicing Fee Rate: 0.0125% per annum.

MERS: As defined in Section 2.01(b)(iii).

Monthly Payment: The scheduled monthly payment on a Mortgage

Loan due on any Due Date allocable to principal and/or interest on such Mortgage

Loan which, unless otherwise specified herein, shall give effect to any related

Debt Service Reduction, Deficient Valuation or Relief Act Reduction that affects

the amount of the monthly payment due on such Mortgage Loan.

Moody's: Moody's Investors Service, Inc. or any successor

thereto.

Mortgage: The mortgage, deed of trust or other instrument

creating a lien on a Mortgaged Property securing a Mortgage Note or creating a

lien on a leasehold interest.

Mortgage File: The mortgage documents listed in Section 2.01

pertaining to a particular Mortgage Loan and any additional documents required

to be added to the Mortgage File pursuant to this Agreement.

Mortgage Interest Rate: As to any Mortgage Loan, the per annum

rate of interest at which interest accrues on the principal balance of such

Mortgage Loan, as adjusted from time to time in accordance with the provisions

of the related Mortgage Note, which rate is (a) prior to the first Rate

Adjustment Date for each such Mortgage Loan, the Mortgage Interest Rate for such

Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after

such Rate Adjustment Date, sum of the Index, as of the Rate Adjustment Date

applicable to such Due Date, and the Gross Margin, rounded as set forth in such

Mortgage Note, subject to the Initial Cap, the Periodic Cap and the Lifetime Cap

applicable to such Mortgage Loan at any time during the life of such Mortgage

Loan.

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase

Agreement, dated November 22, 2005, between Wachovia Bank, National Association,

as seller, and the Depositor, as purchaser.

Mortgage Loan Schedule: The list of Mortgage Loans (as from

time to time amended by the applicable Servicer to reflect the addition of

Substitute Mortgage Loans and the deletion of Defective Mortgage Loans pursuant

to the provisions of this Agreement) attached hereto as Exhibit D-1, Exhibit

D-2, Exhibit D-3 and Exhibit D-4. The Mortgage Loan Schedule shall set forth the

following information with respect to each Mortgage Loan: (i) the Mortgage Loan

identifying number; (ii) a code indicating whether the Mortgaged Property is

owner-

<PAGE>

occupied; (iii) the property type for each Mortgaged Property; (iv) the

original months to maturity or the remaining months to maturity from the Cut-Off

Date; (v) the Loan-to-Value Ratio as of the Cut-off Date; (vi) the Mortgage

Interest Rate as of the Cut-off Date; (vii) the date on which the first Monthly

Payment was due on the Mortgage Loan, and, if such date is not the Due Date

currently in effect, such Due Date; (viii) the stated maturity date; (ix) the

amount of the Monthly Payment as of the Cut-Off Date; (x) the paid-through date;

(xi) the original principal amount of the Mortgage Loan; (xii) the principal

balance of the Mortgage Loan as of the close of business on the Cut-Off Date,

after application of payments of principal due on or before the Cut-Off Date,

whether or not collected, and after deduction of any payments collected of

scheduled principal due after the Cut-Off Date; (xiii) a code indicating the

purpose of the Mortgage Loan; (xiv) a code indicating the documentation style;

(xv) the Appraised Value; (xvi) the first Rate Adjustment Date; (xvii) the Rate

Ceiling; (xviii) the Initial Cap; (xix) the Periodic Cap; (xx) the Gross Margin;

and (xxi) the closing date of such Mortgage Loan. With respect to the Mortgage

Loans in each Loan Group in the aggregate, the Mortgage Loan Schedule shall set

forth the following information, as of the Cut-Off Date: (i) the number of

Mortgage Loans; (ii) the current aggregate outstanding principal balance of the

Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the

Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage

Loans.

Mortgage Loans: The mortgage loans identified in the Mortgage

Loan Schedule.

Mortgage Note: The originally executed note or other evidence

of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage

Loan, together with all riders thereto and amendments thereof.

Mortgaged Property: The underlying property securing a

Mortgage Loan, which may include Co-op Shares or residential long-term leases.

Mortgagor: The obligor on a Mortgage Note.

National City: As defined in the recitals hereto.

National City Mortgage Loans: The Mortgage Loans

serviced by National City or any successor thereto as a Servicer hereunder.

Net Mortgage Interest Rate: As to any Mortgage Loan and any

Distribution Date, such Mortgage Loan's Mortgage Interest Rate thereon on the

first day of the month preceding the month of the related Distribution Date

reduced by the Servicing Fee Rate and the Master Servicing Fee Rate.

Net WAC: As to any Loan Group and any Distribution Date, the

weighted average of the Net Mortgage Interest Rates of the Mortgage Loans in

such Loan Group (based on Stated Principal Balances of the Mortgage Loans in

such Loan Group on the Due Date in the month preceding the month of such

Distribution Date).

Non-Supported Interest Shortfalls: As to any Distribution

Date, the amount, if any, by which the aggregate of Prepayment Interest

Shortfalls exceeds Compensating Interest for such Distribution Date.

<PAGE>

Non-U.S. Person: A Person other than a U.S. Person.

Nonrecoverable Advance: Any portion of an Advance previously

made or proposed to be made in respect of a Mortgage Loan which has not been

previously reimbursed and which, in the good faith judgment of the Master

Servicer or the Servicer servicing such Mortgage Loan, will not or, in the case

of a proposed Advance, would not be ultimately recoverable from the related

Mortgagor, related Liquidation Proceeds, or other recoveries in respect of the

related Mortgage Loan.

Officer's Certificate: A certificate signed by the Chairman of

the Board, Vice Chairman of the Board, President or a Vice President and by the

Treasurer, the Secretary or one of the Assistant Treasurers or Assistant

Secretaries, or any other duly authorized officer of the Depositor, the Master

Servicer or a Servicer, as the case may be.

Opinion of Counsel: A written opinion of counsel acceptable to

the Trustee if such opinion is delivered to the Trustee or acceptable to the

Certificate Administrator if such opinion is delivered to the Certificate

Administrator, who may be counsel for the Depositor, the Master Servicer or a

Servicer, except that any opinion of counsel relating to the qualification of

the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or compliance with the

REMIC Provisions must be an opinion of Independent counsel.

Original Fractional Interest: With respect to each of the

following Classes of Subordinate Certificates, the corresponding percentage

described below, as of the Closing Date:

<TABLE>

<S> <C>

Class B-1 1.80%

Class B-2 1.10%

Class B-3 0.75%

Class B-4 0.45%

Class B-5 0.20%

Class B-6 0.00%

</TABLE>

Original Subordinate Certificate Balance: $16,254,065.44.

OTS: The Office of Thrift Supervision.

Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan

which was not the subject of a Principal Prepayment in Full prior to such Due

Date, which did not become a Liquidated Mortgage Loan prior to such Due Date and

which was not purchased from the Trust prior to such Due Date pursuant to

Sections 2.02 or 2.04.

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: As to each Class of interest-bearing

Certificates, the per annum rate set forth in the Preliminary Statement.

<PAGE>

Percentage Interest: As to any Certificate, the percentage

obtained by dividing the initial Certificate Balance of such Certificate by the

Initial Class Certificate Balance of the Class of which such Certificate is a

part.

Periodic Advance: The payment required to be made by a

Servicer with respect to any Distribution Date pursuant to Section 3.20, the

amount of any such payment being equal to the aggregate of Monthly Payments (net

of the Servicing Fee for such Servicer) on the Mortgage Loans serviced by such

Servicer (including any REO Property) that were due on the related Due Date and

not received as of the close of business on the related Determination Date, less

the aggregate amount of any such delinquent payments that such Servicer has

determined would constitute a Nonrecoverable Advance if advanced.

Periodic Cap: For each Mortgage Loan, the applicable limit on

adjustment of the Mortgage Interest Rate for each Rate Adjustment Date (other

than the initial Rate Adjustment Date) specified in the applicable Mortgage Note

and designated as such in the Mortgage Loan Schedule.

Permitted Investments: One or more of the following:

(i) obligations of or guaranteed as to principal

and interest by the United States, FHLMC, FNMA or any agency or

instrumentality of the United States when such obligations are backed

by the full faith and credit of the United States; provided that such

obligations of FHLMC or FNMA shall be limited to senior debt

obligations and mortgage participation certificates other than

investments in mortgage-backed or mortgage participation securities

with yields evidencing extreme sensitivity to the rate of principal

payments on the underlying mortgages, which shall not constitute

Permitted Investments hereunder;

(ii) repurchase agreements on obligations

specified in clause (i) maturing not more than one month from the date

of acquisition thereof with a corporation incorporated under the laws

of the United States or any state thereof rated not lower than "A-1+"

by S&P, "F-1" by Fitch and "P-1" by Moody's;

(iii) federal funds, certificates of deposit,

demand deposits, time deposits and bankers' acceptances (which shall

each have an original maturity of not more than 90 days and, in the

case of bankers' acceptances, shall in no event have an original

maturity of more than 365 days or a remaining maturity of more than 30

days) denominated in United States dollars of any U.S. depository

institution incorporated under the laws of the United States or any

state thereof, rated not lower than "A-1+" by S&P, "F-1" by Fitch and

"P-1" by Moody's;

(iv) commercial paper (having original maturities

of not more than 365 days) of any corporation incorporated under the

laws of the United States or any state thereof which is rated not lower

than "A-1+" by S&P, "F-1" by Fitch and "P-1" by Moody's;

(v) investments in money market funds (including

funds of the institutions acting as Trustee, Master Servicer,

Certificate Administrator or their

<PAGE>

affiliates, or funds for which an affiliate of the institutions acting

as Trustee, Master Servicer or Certificate Administrator acts as

advisor, as well as funds for which the institutions acting as Trustee,

Master Servicer or Certificate Administrator and its respective

affiliates may receive compensation) rated either "AAA" by S&P, "AAA"

by Fitch and "Aaa" by Moody's or otherwise approved in writing by each

Rating Agency; and

(vi) other obligations or securities that are

acceptable to each Rating Agency (but which, in no event, are rated

below the top two rating categories by each Rating Agency) and, as

evidenced by an Opinion of Counsel obtained by the Servicers, will not

affect the qualification of the Upper-Tier REMIC or the Lower-Tier

REMIC as a REMIC;

provided, however, that no instrument shall be a Permitted Investment if it

represents either (a) the right to receive only interest payments with respect

to the underlying debt instrument or (b) the right to receive both principal and

interest payments derived from obligations underlying such instrument and the

principal and interest with respect to such instrument provide a yield to

maturity greater than 120% of the yield to maturity at par of such underlying

obligations.

Permitted Transferee: Any Person other than (i) the United

States, or any State or any political subdivision thereof, or any agency or

instrumentality of any of the foregoing, (ii) a foreign government,

international organization or any agency or instrumentality of either of the

foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1

of the Code (including the tax imposed by Section 511 of the Code on unrelated

business taxable income) (except certain farmers' cooperatives described in Code

Section 521), (iv) rural electric and telephone cooperatives described in Code

Section 1381(a)(2)(C), (v) a U.S. Person with respect to whom 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

and (vi) any other Person so designated by the Servicer based on an Opinion of

Counsel to the effect that any transfer to such Person may cause the Trust or

any other Holder of a Residual Certificate to incur tax liability that would not

be imposed other than on account of such transfer. The terms "United States,"

"State" and "international organization" shall have the meanings set forth in

Code Section 7701 or successor provisions.

Person: Any individual, corporation, limited liability

company, partnership, joint venture, association, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof, or any other entity or organization, whether or not a legal entity.

Physical Certificates: The Class 1-A-R, Class B-4, Class B-5

and Class B-6 Certificates.

Plan: As defined in Section 6.02(e).

Pool Distribution Amount: As to any Distribution Date and Loan

Group, the excess of (a) the sum of (i) the aggregate of (A) the interest

portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the

Servicing Fee for the Servicer of such Loan

<PAGE>

Group) and the principal portion of any Monthly Payment on a Mortgage Loan in

such Loan Group due on the Due Date in the month in which such Distribution Date

occurs and which is received prior to the related Determination Date and (B) all

Periodic Advances and payments of Compensating Interest made by such Servicer in

respect of such Loan Group and Distribution Date deposited to the Servicer

Custodial Account pursuant to Section 3.08(b)(vii), or any Periodic Advances or

payments of Compensating Interest deposited by the Master Servicer in the

Certificate Account pursuant to Section 3.08(f)(ii); (ii) all Liquidation

Proceeds and Insurance Proceeds received on the Mortgage Loans in such Loan

Group during the preceding calendar month and deposited to the applicable

Servicer Custodial Account pursuant to Section 3.08(b)(iii) or to the

Certificate Account pursuant to Section 3.08(f)(iii); (iii) all Principal

Prepayments received on the Mortgage Loans in such Loan Group during the month

preceding the month of such Distribution Date and deposited to the applicable

Servicer Custodial Account pursuant to Section 3.08(b)(i) during such period;

(iv) in connection with Defective Mortgage Loans in such Loan Group, as

applicable, the aggregate of the Repurchase Prices and Substitution Adjustment

Amounts deposited on the related Remittance Date pursuant to Section 3.08(b)

(vi); (v) any other amounts in the applicable Servicer Custodial Account

deposited therein pursuant to Sections 3.08(b)(iv), (v) and (viii), and any

other amounts in the Certificate Account deposited therein pursuant to Sections

3.08(f)(iv), (v) or (vi), in respect of such Distribution Date and such Loan

Group; and (vi) any Subsequent Recovery with respect to such Distribution Date

over (b) any (i) amounts permitted to be withdrawn from the applicable Servicer

Custodial Account pursuant to clauses (i) through (ix), inclusive, of Section

3.11(a) in respect of such Loan Group and (ii) amounts permitted to be withdrawn

from the Certificate Account pursuant to Section 3.11(b) in respect of such Loan

Group; provided that any amounts withdrawn pursuant to clauses (iii), (iv) and

(vii) of Section 3.11(a) and clauses (ii) and (v) of Section 3.11(b) shall be

allocated in reduction of the Pool Distribution Amount for each Loan Group on a

pro rata basis in accordance with the Pool Stated Principal Balances for such

Distribution Date.

Pool Stated Principal Balance: As to any Distribution Date and

Loan Group, the aggregate Stated Principal Balances of all Mortgage Loans in

such Loan Group that were Outstanding Mortgage Loans immediately following the

Due Date in the month preceding the month in which such Distribution Date

occurs.

Prepayment Interest Shortfall: As to any Distribution Date and

each Mortgage Loan subject to a Principal Prepayment received during the

calendar month preceding such Distribution Date, the amount, if any, by which

one month's interest at the related Mortgage Interest Rate (net of the Servicing

Fee for the Servicer servicing such Mortgage Loan) on such Principal Prepayment

exceeds the amount of interest paid in connection with such Principal

Prepayment.

Primary Insurance Policy: Each policy of primary mortgage

guaranty insurance or any replacement policy therefor with respect to any

Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC.

Principal Amount: As to any Distribution Date and a Loan

Group, the sum of (a) the principal portion of each Monthly Payment due on each

Mortgage Loan in such Loan Group on the related Due Date, (b) the principal

portion of the Repurchase Price of each Mortgage Loan in such Loan Group that

was repurchased by the Depositor pursuant to this Agreement as of such

<PAGE>

Distribution Date, (c) any Substitution Adjustment Amount in connection with a

Defective Mortgage Loan in such Loan Group received with respect to such

Distribution Date, (d) any Liquidation Proceeds allocable to recoveries of

principal of Mortgage Loans in such Loan Group that are not yet Liquidated

Mortgage Loans received during the calendar month preceding the month of such

Distribution Date, (e) with respect to each Mortgage Loan in such Loan Group

that became a Liquidated Mortgage Loan during the calendar month preceding the

month of such Distribution Date, the amount of Liquidation Proceeds (excluding

Excess Proceeds) allocable to principal received with respect to such Mortgage

Loan during the calendar month preceding the month of such Distribution Date,

(f) any Subsequent Recoveries received by the Servicers during the calendar

month preceding the month of such Distribution Date, and (g) all Principal

Prepayments on the Mortgage Loans in such Loan Group received during the

calendar month preceding the month of such Distribution Date.

Principal Prepayment: Any payment or other recovery of

principal on a Mortgage Loan (other than Liquidation Proceeds) which is received

in advance of its scheduled Due Date and is not accompanied by an amount of

interest representing scheduled interest due on any date in any month subsequent

to the month of prepayment.

Principal Prepayment in Full: Any Principal Prepayment of the

entire principal balance of a Mortgage Loan.

Private Certificates: The Class B-4, Class B-5 and Class B-6

Certificates.

Pro Rata Share: As to any Distribution Date and any Class of

Subordinate Certificates that is not a Restricted Class, the portion of the

Subordinate Principal Distribution Amount allocable to such Class, equal to the

product of the Subordinate Principal Distribution Amount for such Distribution

Date and a fraction, the numerator of which is the related Class Certificate

Balance thereof and the denominator of which is the aggregate Class Certificate

Balance of the Subordinate Certificates that are not Restricted Classes. Solely

with respect to Unscheduled Principal Payments, the Pro Rata Share of a

Restricted Class shall be 0%. The Pro Rata Share of a Class of Subordinate

Certificates may be computed for each of clause (i) and clause (ii) of the

definition of "Subordinate Principal Distribution Amount" in the event the

Restricted Classes differ with respect to each clause.

Qualified Appraiser: An appraiser of a Mortgaged Property duly

appointed by the originator of the related Mortgage Loan, who had no interest,

direct or indirect, in such Mortgaged Property or in any loan made on the

security thereof, whose compensation is not affected by the approval or

disapproval of the related Mortgage Loan and who met the minimum qualifications

of FNMA or FHLMC.

Rate Adjustment Date: As to each Mortgage Loan, the Due Date

on which 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 Rate Adjustment Date and

each subsequent anniversary thereof.

Rate Ceiling: The maximum per annum Mortgage Interest Rate

permitted under the related Mortgage Note.

<PAGE>

Rating Agency: Each of S&P and Fitch. If any such organization

or a successor is no longer in existence, "Rating Agency" shall be such

nationally recognized statistical rating organization, or other comparable

Person, as is designated by the Depositor, notice of which designation shall be

given to the Certificate Administrator and the Trustee. References herein to a

given rating or rating category of a Rating Agency shall mean such rating

category without giving effect to any modifiers.

Realized Loss: With respect to each Liquidated Mortgage Loan,

an amount as of the date of such liquidation, as reported by the related

Servicer to the Certificate Administrator, equal to (i) the unpaid principal

balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus

(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which

interest was last paid to Certificateholders up to the Due Date in the month in

which Liquidation Proceeds are required to be distributed on the Stated

Principal Balance of such Liquidated Mortgage Loan from time to time, minus

(iii) the Liquidation Proceeds, if any, received during the month in which such

liquidation occurred, to the extent applied as recoveries of interest at the Net

Mortgage Interest Rate and to principal of the Liquidated Mortgage Loan. In

addition, to the extent the applicable Servicer receives Subsequent Recoveries

with respect to any Mortgage Loan, the amount of the Realized Loss with respect

to that Mortgage Loan will be reduced to the extent such recoveries are applied

to reduce the Class Certificate Balance of any Class of Certificates on any

Distribution Date. With respect to each Mortgage Loan that has become the

subject of a Deficient Valuation, if the principal amount due under the related

Mortgage Note has been reduced, the difference between the principal balance of

the Mortgage Loan outstanding immediately prior to such Deficient Valuation and

the principal balance of the Mortgage Loan as reduced by the Deficient

Valuation, as reported by the related Servicer to the Certificate Administrator.

With respect to each Mortgage Loan that has become the subject of a Debt Service

Reduction and any Distribution Date, the amount, if any, by which the principal

portion of the related Monthly Payment has been reduced as reported by the

related Servicer to the Certificate Administrator.

Record Date: The last day of the month (or, if such day is not

a Business Day, the preceding Business Day) preceding the month of the related

Distribution Date.

Refinance Mortgage Loan: Any Mortgage Loan the proceeds of

which were not used to purchase the related Mortgaged Property.

Regular Certificates: As defined in the Preliminary Statement

hereto.

Related Group: With respect to Loan Group 1, means Group 1;

with respect to Loan Group 2, means Group 2; with respect to Loan Group 3, means

Group 3; and with respect to Loan Group 4, means Group 4.

Related Loan Group: With respect to the Group 1-A

Certificates, Loan Group 1, with respect to the Group 2-A Certificates, Loan

Group 2, with respect to the Group 3-A Certificates, Loan Group 3, and with

respect to the Group 4-A Certificates, Loan Group 4.

Relief Act: The Servicemembers' Civil Relief Act, as amended.

<PAGE>

Relief Act Reduction: With respect to any Distribution Date,

for any Mortgage Loan as to which there has been a reduction in the amount of

interest collectible thereon for the most recently ended calendar month as a

result of the application of the Relief Act or comparable state legislation, the

amount, if any, by which (i) interest collectible on such Mortgage Loan for the

most recently ended calendar month is less than (ii) interest accrued pursuant

to the terms of the Mortgage Note on the same principal amount and for the same

period as the interest collectible on such Mortgage Loan for the most recently

ended calendar month.

REMIC: A "real estate mortgage investment conduit" within

the meaning of Section 860D of the Code.

REMIC Certificate Maturity Date: The "latest possible maturity

date" of the Regular Certificates as that term is defined in Section 2.08.

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 promulgated thereunder, as the foregoing may be in

effect from time to time, as well as provisions of applicable state laws.

Remittance Date: As to any Distribution Date, by 2:00 p.m.

Eastern time on the second Business Day immediately preceding such Distribution

Date.

REO Proceeds: Proceeds, net of any related expenses of the

Servicer, received in respect of any REO Property (including, without

limitation, proceeds from the rental of the related Mortgaged Property) which

are received prior to the final liquidation of such Mortgaged Property.

REO Property: A Mortgaged Property acquired by the Servicer on

behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in

connection with a Defaulted Mortgage Loan.

Repurchase Price: As to any Defective Mortgage Loan

repurchased on any date pursuant to Sections 2.02 or 2.04, an amount equal to

the sum of (i) the unpaid principal balance thereof, (ii) the unpaid accrued

interest thereon at the applicable Mortgage Interest Rate from the Due Date to

which interest was last paid by the Mortgagor to the first day of the month

following the month in which such Mortgage Loan became required to be

repurchased, and (iii) any costs and damages incurred by the Trust in connection

with a breach of the representation contained in Section 7(iii) of the Mortgage

Loan Purchase Agreement as a result of any violation of any predatory or abusive

lending law with respect to such Mortgage Loan.

Request for Release: The Request for Release submitted by the

Servicer to the Custodian, substantially in the form of Exhibit E.

Required Insurance Policy: With respect to any Mortgage Loan,

any insurance policy which is required to be maintained from time to time under

this Agreement in respect of such Mortgage Loan.

Residual Certificates: The Class 1-A-R Certificates.

<PAGE>

Responsible Officer: When used with respect to the Trustee or

the Certificate Administrator, any officer of the Corporate Trust Department of

the Trustee or Certificate Administrator, as the case may be, including any

Senior Vice President, any Vice President, any Assistant Vice President, any

Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other

officer of the Trustee or Certificate Administrator, as the case may be,

customarily performing functions similar to those performed by any of the above

designated officers and, in each case, having responsibility for the

administration of this Agreement.

Restricted Classes: As defined in Section 5.02(d).

S&P: Standard & Poor's, a Division of The McGraw-Hill

Companies, Inc., and its successors in interest.

Seller: Wachovia Bank, National Association, as seller of the

Mortgage Loans under the Mortgage Loan Purchase Agreement.

Senior Certificates: The Class A Certificates.

Senior Credit Support Depletion Date: The date on which

the aggregate Class Certificate Balance of the Subordinate Certificates is

reduced to zero.

Senior Percentage: With respect to any Distribution Date and a

Loan Group, the percentage, carried six places rounded up, obtained by dividing

the aggregate Class Certificate Balance of the Senior Certificates of the

Related Loan Group immediately prior to such Distribution Date by the Pool

Stated Principal Balance of such Loan Group immediately prior to such

Distribution Date.

Senior Prepayment Percentage: For any Distribution Date and a

Loan Group during the seven years beginning on the first Distribution Date,

100%. The Senior Prepayment Percentage for any Distribution Date and a Loan

Group occurring on or after the seven year anniversary of the first Distribution

Date will, except as provided herein, be as follows: for any Distribution Date

in the first year thereafter, the Senior Percentage for such Loan Group plus 70%

of the Subordinate Percentage for such Loan Group for such Distribution Date;

for any Distribution Date in the second year thereafter, the Senior Percentage

for such Loan Group plus 60% of the Subordinate Percentage for such Loan Group

for such Distribution Date; for any Distribution Date in the third year

thereafter, the Senior Percentage for such Loan Group plus 40% of the

Subordinate Percentage for such Loan Group for such Distribution Date; for any

Distribution Date in the fourth year thereafter, the Senior Percentage for such

Loan Group plus 20% of the Subordinate Percentage for such Loan Group for such

Distribution Date; and for any Distribution Date in the fifth or later years

thereafter, the Senior Percentage for such Loan Group for such Distribution Date

(unless on any of the foregoing Distribution Dates the Total Senior Percentage

exceeds the initial Total Senior Percentage, in which case the Senior Prepayment

Percentage for Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for

such Distribution Date will once again equal 100%); provided, however, if on any

Distribution Date prior to the December 2008 Distribution Date, prior to giving

effect to any distributions, the Aggregate Subordinate Percentage is greater

than or equal to twice such percentage calculated as of the Closing Date, then

the Senior Prepayment Percentage for each Loan Group for such

<PAGE>

Distribution Date will equal the Senior Percentage for such Loan Group plus 50%

of the Subordinate Percentage for such Loan Group; provided further, however, if

on or after the December 2008 Distribution Date, prior to giving effect to any

distributions, the Aggregate Subordinate Percentage is greater than or equal to

twice such percentage calculated as of the Closing Date, then the Senior

Prepayment Percentage for each Loan Group for such Distribution Date will equal

the Senior Percentage for such Loan Group. Notwithstanding the foregoing, no

decrease in the Senior Prepayment Percentage for any Loan Group will occur

unless both of the Senior Step Down Conditions are satisfied.

Senior Principal Distribution Amount: As to any Distribution

Date and Loan Group, the sum of (i) the Senior Percentage for such Loan Group of

the amounts described in clauses (a) through (d) of the definition of "Principal

Amount" for such Distribution Date and Loan Group and (ii) the Senior Prepayment

Percentage for such Loan Group of the amounts described in clauses (e), (f) and

(g) of the definition of "Principal Amount" for such Distribution Date and Loan

Group.

Senior Step Down Conditions: As of any Distribution Date as to

which any decrease in the Senior Prepayment Percentage for any Loan Group

applies, (i) the outstanding principal balance of all Mortgage Loans (including,

for this purpose, any Mortgage Loans in foreclosure or any REO Property)

delinquent 60 days or more (averaged over the preceding six month period), as a

percentage of the aggregate Class Certificate Balance of the Subordinate

Certificates, is not equal to or greater than 50% or (ii) cumulative Realized

Losses with respect to the Mortgage Loans as of the applicable Distribution Date

do not exceed the percentages of the Original Subordinate Certificate Balance

set forth below:

<TABLE>

Percentage of

Original Subordinate

Distribution Date Occurring Certificate Balance

<S> <C>

December 2005 through November 2008 20%

December 2008 through November 2013 30%

December 2013 through November 2014 35%

December 2014 through November 2015 40%

December 2015 through November 2016 45%

December 2016 and thereafter 50%

</TABLE>

Servicers: National City with respect to the National City

Mortgage Loans and SunTrust with respect to the SunTrust Mortgage Loans, or, in

either case, its successor in interest, in its capacity as servicer of the

related Mortgage Loans, or any successor servicer appointed as herein provided.

<PAGE>

Servicer Advance Date: As to any Distribution Date, 2:00 p.m.,

Eastern time, on the second Business Day immediately preceding such Distribution

Date.

Servicer Custodial Account: Each separate Eligible Account or

Accounts created and maintained by the Servicers pursuant to Section 3.08(b).

Servicer's Certificate: The Monthly Report required by

Section 4.01.

Servicing Advances: All customary, reasonable and necessary

"out of pocket" costs and expenses incurred in the performance by a Servicer of

its servicing obligations, including, but not limited to (i) the preservation,

restoration and protection of a Mortgaged Property, (ii) expenses reimbursable

to such Servicer pursuant to Section 3.14 and any enforcement or judicial

proceedings, including foreclosures, (iii) the management and liquidation of any

REO Property and (iv) compliance with the obligations under Section 3.12.

Servicing Fee: With respect to each Mortgage Loan and

Distribution Date, the amount of the fee payable to the Servicer servicing such

Mortgage Loan, which shall, for such Distribution Date, be equal to one-twelfth

of the product of the Servicing Fee Rate with respect to such Mortgage Loan and

the Stated Principal Balance of such Mortgage Loan, subject to reduction as

provided in Section 3.17. Such fee shall be payable monthly, computed on the

basis of the same Stated Principal Balance and period respecting which any

related interest payment on a Mortgage Loan is computed. A Servicer's right to

receive the Servicing Fee for Mortgage Loans serviced by such Servicer is

limited to, and payable solely from, the interest portion (including recoveries

with respect to interest from Liquidation Proceeds and other proceeds, to the

extent permitted by Section 3.11) of related Monthly Payments collected by such

Servicer, or as otherwise provided under Section 3.11.

Servicing Fee Rate: With respect to each Mortgage Loan

serviced by National City, 0.25% per annum, and with respect to each Mortgage

Loan serviced by SunTrust, 0.375% per annum.

Servicing Officer: Any officer of the Master Servicer or a

Servicer involved in, or responsible for, the administration and master

servicing or servicing of the related Mortgage Loans whose name appears on a

list of servicing officers furnished to the Certificate Administrator and the

Trustee by the Master Servicer or such Servicer as such list may from time to

time be amended.

Similar Law: As defined in Section 6.02(e).

Stated Principal Balance: As to any Mortgage Loan and date,

the unpaid principal balance of such Mortgage Loan as of the Due Date

immediately preceding such date as specified in the amortization schedule at the

time relating thereto (before any adjustment to such amortization schedule by

reason of any moratorium or similar waiver or grace period) after giving effect

to any previous partial Principal Prepayments and Liquidation Proceeds allocable

to principal (other than with respect to any Liquidated Mortgage Loan) and to

the payment of principal due on such Due Date and irrespective of any

delinquency in payment by the related Mortgagor, and after giving effect to any

Deficient Valuation, plus any amounts capitalized as a result of modifications

to such Mortgage Loan pursuant to Section 3.21.

<PAGE>

Subordinate Certificates: The Class B Certificates.

Subordinate Percentage: As of any Distribution Date and

Loan Group, 100% minus the Senior Percentage for such Loan Group for such

Distribution Date.

Subordinate Prepayment Percentage: As to any Distribution

Date and Loan Group, 100% minus the Senior Prepayment Percentage for such Loan

Group for such Distribution Date.

Subordinate Principal Distribution Amount: With respect to any

Distribution Date and Loan Group, an amount equal to the sum of (i) the

Subordinate Percentage for such Loan Group of all amounts described in clauses

(a) through (d) of the definition of "Principal Amount" for such Distribution

Date and Loan Group and (ii) the Subordinate Prepayment Percentage of the

amounts described in clauses (e), (f) and (g) of the definition of "Principal

Amount" for such Distribution Date and Loan Group.

Subsequent Recovery: As to any Distribution Date and Loan

Group, the sum of all amounts received during the calendar month preceding the

month of such Distribution Date on each Mortgage Loan in such Loan Group

subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage

Loan.

Subservicer: Any Person with which a Servicer has entered into

a Subservicing Agreement and which satisfies the requirements set forth therein.

Subservicing Agreement: Any subservicing agreement (which, in

the event the Subservicer is an affiliate of the related Servicer, need not be

in writing) between a Servicer and any Subservicer relating to servicing and/or

administration of certain Mortgage Loans as provided in Section 3.02.

Substitute Mortgage Loan: A Mortgage Loan substituted for a

Defective Mortgage Loan which must, on the date of such substitution (i) have a

Stated Principal Balance, after deduction of the principal portion of the

Monthly Payment due in the month of substitution, not in excess of, and not more

than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;

(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage

Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective

Mortgage Loan; (iv) have a Gross Margin equal to that of the Defective Mortgage

Loan; (v) have an Initial Cap, a Periodic Cap and Rate Ceiling equal to that of

the Defective Mortgage Loan; (vi) have the same Index and frequency of mortgage

interest rate adjustment as the Deleted Mortgage Loan; (vii) have a remaining

term to maturity not greater than (and not more than one year less than) that of

the Defective Mortgage Loan; and (viii) comply, as of the date of substitution,

with each Mortgage Loan representation and warranty set forth in this Agreement

relating to the Defective Mortgage Loan. More than one Substitute Mortgage Loan

may be substituted for a Defective Mortgage Loan if such Substitute Mortgage

Loans meet the foregoing attributes in the aggregate.

Substitution Adjustment Amount: As defined in Section 2.02.

SunTrust: As defined in the recitals hereto.

<PAGE>

SunTrust Mortgage Loans: The Mortgage Loans serviced by

SunTrust or any successor thereto as a Servicer hereunder.

Tax Matters Person: Any person designated as "tax matters

person" in accordance with Section 5.06 and the manner provided under Treasury

Regulation ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.

Total Senior Percentage: With respect to any Distribution

Date, the percentage, carried six places rounded up, obtained by dividing the

aggregate Class Certificate Balance of the Class A Certificates immediately

prior to such Distribution Date by the aggregate Pool Stated Principal Balance

of all Loan Groups immediately prior to such Distribution Date.

Treasury Regulations: The final and temporary regulations

promulgated under the Code by the U.S. Department of the Treasury.

Trust: The trust created by this Agreement.

Trust Estate: The Mortgage Loans, such assets as shall from

time to time be identified as deposited in the Servicer Custodial Account or the

Certificate Account, in accordance with this Agreement, REO Property, the

Primary Insurance Policies and any other Required Insurance Policy.

Trustee: U.S. Bank National Association, and its

successors-in-interest and, if a successor trustee is appointed hereunder, such

successor, as trustee.

Uncertificated Accrued Interest: With respect to any

Uncertificated Lower-Tier Regular Interest for any Distribution Date, one

month's interest at the related Uncertificated Pass-Through Rate for such

Distribution Date, accrued on the Uncertificated Principal Balance immediately

prior to such Distribution Date. Uncertificated Accrued Interest for the

Uncertificated Lower-Tier Regular Interests shall accrue on the basis of a

360-day year consisting of twelve 30-day months. For purposes of calculating the

amount of Uncertificated Accrued Interest for the Uncertificated Lower-Tier

Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls

or Relief Act Reduction (to the extent not covered by Compensating Interest)

shall be allocated among the Uncertificated Lower-Tier Regular Interests, pro

rata, based on, and to the extent of, Uncertificated Accrued Interest, as

calculated without application of this sentence.

Uncertificated Lower-Tier Regular Interests: As defined in

the Preliminary Statement.

Uncertificated Lower-Tier Regular Interest Y Principal

Reduction Amounts: For any Distribution Date, the amounts by which the

Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests

Y-1, Y-2, Y-3 and Y-4 will be reduced on such Distribution Date by the

allocation of Realized Losses and the distribution of principal, determined as

described in Appendix 1.

Uncertificated Lower-Tier Regular Interest Y-1: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal

<PAGE>

balance equal to the related Uncertificated Principal Balance, that bears

interest at the related Uncertificated Pass-Through Rate, and that has such

other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Y-1 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Y-1 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Y-1 on such Distribution Date in reduction of the

Uncertificated Principal Balance thereof.

Uncertificated Lower-Tier Regular Interest Y-1 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-1 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Lower-Tier Regular Interest Y-2: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal balance equal to the related Uncertificated

Principal Balance, that bears interest at the related Uncertificated

Pass-Through Rate, and that has such other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Y-2 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Y-2 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Y-2 on such Distribution Date in reduction of the

Uncertificated Principal Balance thereof.

Uncertificated Lower-Tier Regular Interest Y-2 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-2 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Lower-Tier Regular Interest Y-3: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal balance equal to the related Uncertificated

Principal Balance, that bears interest at the related Uncertificated

Pass-Through Rate, and that has such other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Y-3 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Y-3 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Y-3 on such Distribution Date in reduction of the

Uncertificated Principal Balance thereof.

Uncertificated Lower-Tier Regular Interest Y-3 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-3 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Lower-Tier Regular Interest Y-4: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal

<PAGE>

balance equal to the related Uncertificated Principal Balance, that bears

interest at the related Uncertificated Pass-Through Rate, and that has such

other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Y-4 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Y-4 on such Distribution Date in reduction of the

Uncertificated Principal Balance thereof.

Uncertificated Lower-Tier Regular Interest Y-4 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-4 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Lower-Tier Y Regular Interests: Uncertificated

Lower-Tier Regular Interests Y-1, Y-2, Y-3 and Y-4.

Uncertificated Lower-Tier Regular Interest Z Principal

Reduction Amounts: For any Distribution Date, the amounts by which the

Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests

Z-1, Z-2, Z-3 and Z-4 will be reduced on such Distribution Date by the

allocation of Realized Losses and the distribution of principal, which shall be

in each case the excess of (A) the sum of (x) the excess of the Pool

Distribution Amount for the related Loan Group (i.e. the "related Loan Group"

for Uncertificated Lower-Tier Regular Interest Z-1 is Loan Group 1, the "related

Loan Group" for Uncertificated Lower-Tier Regular Interest Z-2 is the Loan Group

2, the "related Loan Group" for Uncertificated Lower-Tier Regular Interest Z-3

is Loan Group 3 and the "related Loan Group" for Uncertificated Lower-Tier

Regular Interest Z-4 is Loan Group 4) over the sum of the amounts thereof

distributable (i) in respect of interest on such regular interest and the

related Uncertificated Lower-Tier Y Regular Interest, (ii) to such regular

interest and the related Uncertificated Lower-Tier Y Regular Interest pursuant

to clause (e)(i) of the definition of "Lower-Tier Distribution Amount" and (iii)

in the case of the Group 1 Mortgage Loans, to the Class 1-A-R Certificates in

respect of Component I thereof and (y) the amount of Realized Losses allocable

to principal for the related Loan Group over (B) the related Uncertificated

Lower-Tier Regular Interest Y Principal Reduction Amount.

Uncertificated Lower-Tier Regular Interest Z-1: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal balance equal to the related Uncertificated

Principal Balance, that bears interest at the related Uncertificated

Pass-Through Rate, and that has such other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Z-1 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Z-1 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Z-1 on such Distribution Date in reduction of the

principal balance thereof.

<PAGE>

Uncertificated Lower-Tier Regular Interest Z-1 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-1 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Lower-Tier Regular Interest Z-2: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal balance equal to the related Uncertificated

Principal Balance, that bears interest at the related Uncertificated

Pass-Through Rate, and that has such other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Z-2 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Z-2 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Z-2 on such Distribution Date in reduction of the

principal balance thereof.

Uncertificated Lower-Tier Regular Interest Z-2 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-2 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Lower-Tier Regular Interest Z-3: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal balance equal to the related Uncertificated

Principal Balance, that bears interest at the related Uncertificated

Pass-Through Rate, and that has such other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Z-3 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Z-3 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Z-3 on such Distribution Date in reduction of the

principal balance thereof.

Uncertificated Lower-Tier Regular Interest Z-3 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-3 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Lower-Tier Regular Interest Z-4: A regular

interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier

REMIC, that has an initial principal balance equal to the related Uncertificated

Principal Balance, that bears interest at the related Uncertificated

Pass-Through Rate, and that has such other terms as are described herein.

Uncertificated Lower-Tier Regular Interest Z-4 Principal

Distribution Amount: For any Distribution Date, the excess, if any, of the

Uncertificated Lower-Tier Regular Interest Z-4 Principal Reduction Amount for

such Distribution Date over the Realized Losses allocated to Uncertificated

Lower-Tier Regular Interest Z-4 on such Distribution Date in reduction of the

principal balance thereof.

<PAGE>

Uncertificated Lower-Tier Regular Interest Z-4 Principal

Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal

Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-4 as

determined pursuant to the provisions of Appendix 1.

Uncertificated Pass-Through Rate: With respect to any

Distribution Date and (i) Uncertificated Lower-Tier Regular Interests Y-1 and

Z-1, the Net WAC for Loan Group 1, (ii) Uncertificated Lower-Tier Regular

Interests Y-2 and Z-2, the Net WAC for Loan Group 2, (iii) Uncertificated

Lower-Tier Regular Interests Y-3 and Z-3, the Net WAC for Loan Group 3 and (iv)

Uncertificated Lower-Tier Regular Interests Y-4 and Z-4, the Net WAC for Loan

Group 4.

Uncertificated Principal Balance: The principal amount of any

Uncertificated Lower-Tier Regular Interest outstanding as of any date of

determination. The Uncertificated Principal Balance of each Uncertificated

Lower-Tier Regular Interest shall never be less than zero.

Underwriting Guidelines: With respect to the National City

Mortgage Loans, the underwriting guidelines of National City. With respect to

the SunTrust Mortgage Loans, the underwriting guidelines of SunTrust.

Unscheduled Principal Payments: The amounts described in

clauses (e), (f) and (g) of the definition of Principal Amount.

Upper-Tier REMIC: As defined in the Preliminary Statement.

U.S. Person: A citizen or resident of the United States, a

corporation or partnership (unless, in the case of a partnership, Treasury

Regulations are adopted that provide otherwise) created or organized in or under

the laws of the United States, any state thereof or the District of Columbia,

including an entity treated as a corporation or partnership for federal income

tax purposes, an estate whose income is subject to United States federal income

tax regardless of its source, or a trust if a court within the United States is

able to exercise primary supervision over the administration of such trust, and

one or more such U.S. Persons have the authority to control all substantial

decisions of such trust (or, to the extent provided in applicable Treasury

Regulations, certain trusts in existence on August 20, 1996 which are eligible

to elect to be treated as U.S. Persons).

Voting Rights: The portion of the voting rights of all of the

Certificates which is allocated to any Certificate. As of any date of

determination, (a) 1% of all Voting Rights shall be allocated to the Holders of

the Residual Certificates and (b) the remaining Voting Rights shall be allocated

among Holders of the remaining Classes of Certificates in proportion to the

Certificate Balances of their respective Certificates on such date.

Wells Fargo: As defined in the recitals hereto.

<PAGE>

Section 1.02 Interest Calculations. All calculations of

interest will be made on a 360-day year consisting of twelve 30-day months. All

dollar amounts calculated hereunder shall be rounded to the nearest penny with

one-half of one penny being rounded down.

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, hereby sells, transfers, assigns, sets over and otherwise

conveys to the Trustee on behalf of the Trust for the benefit of the

Certificateholders, without recourse, all the right, title and interest of the

Depositor in and to the Mortgage Loans, including all interest and principal

received on or with respect to the Mortgage Loans (other than payments of

principal and interest due and payable on the Mortgage Loans on or before the

Cut-Off Date), all accounts, chattel paper, deposit accounts, documents, general

intangibles, goods, instruments, investment property, letter-of-credit rights,

letters of credit, money, and oil, gas, and other minerals, consisting of,

arising from, or relating to, any of the foregoing, and all proceeds of the

foregoing. The foregoing sale, transfer, assignment and set over does not and is

not intended to result in a creation of an assumption by the Trustee of any

obligation of the Depositor or any other Person in connection with the Mortgage

Loans or any agreement or instrument relating thereto, except as specifically

set forth herein. In connection with the conveyance by the Depositor of the

Mortgage Loans, the Depositor further agrees, at its own expense, on or prior to

the Closing Date, to indicate on its books and records that the Mortgage Loans

have been sold to the Trustee on behalf of the Trust pursuant to this Agreement,

and to deliver to the Trustee the Mortgage Loan Schedule. The Mortgage Loan

Schedule shall be marked as Exhibit D-1, Exhibit D-2, Exhibit D-3 and Exhibit

D-4 to this Agreement and is hereby incorporated into and made a part of this

Agreement.

(b) In connection with such transfer and assignment, the

Depositor has delivered or caused to be delivered to the Custodian, on behalf of

the Trustee, for the benefit of the Certificateholders, the following documents

or instruments with respect to each Mortgage Loan so assigned:

(i) the original Mortgage Note, endorsed by

manual or facsimile signature either (A) in blank or (B) in the

following form: "Pay to the order of U.S. Bank National Association, as

Trustee, without recourse," with all necessary intervening endorsements

showing a complete chain of endorsement from the originator to the

Trustee (each such endorsement being sufficient to transfer all right,

title and interest of the party so endorsing in and to that Mortgage

Note);

(ii) except as provided below, the original

recorded Mortgage with evidence of a recording thereon, or if any such

Mortgage has not been returned from the applicable recording office or

has been lost, or if such public recording office retains the

<PAGE>

original recorded Mortgage, a copy of such Mortgage certified by the

Depositor as being a true and correct copy of the Mortgage, if such

copy is available;

(iii) subject to the provisos at the end of this

paragraph, a duly executed Assignment of Mortgage to "U.S. Bank

National Association, as trustee for the holders of the

WachoviaMortgage Loan Trust, LLC Mortgage Pass-Through Certificates,

Series 2005-B Certificates" (which may be included in a blanket

assignment or assignments), together with, except as provided below,

originals of all interim recorded assignments of such mortgage or

copies of such interim assignments certified by the Depositor as being

true and complete copies of the original recorded intervening

assignments of mortgage (each such assignment, when duly and validly

completed, to be in recordable form and sufficient to effect the

assignment of the related Mortgage to the assignee thereof); provided

that, if the related Mortgage has not been returned from the applicable

public recording office, such Assignment of Mortgage may exclude the

information to be provided by the recording office; and provided,

further, if the related Mortgage has been recorded in the name of

Mortgage Electronic Registration Systems, Inc. ("MERS") or its

designee, no Assignment of Mortgage in favor of the Trustee will be

required to be prepared or delivered and instead, the Servicer

servicing such Mortgage shall take all actions as are necessary to

cause the Trust or the Trustee to be shown as the owner of the related

Mortgage Loan on the records of MERS for purposes of the system of

recording transfers of mortgages maintained by MERS;

(iv) the originals of all assumption,

modification, consolidation or extension agreements, if any, with

evidence of recording thereon, if any;

(v) the original or duplicate original mortgagee

title insurance policy and all riders thereto;

(vi) the original of any guarantee executed in

connection with the Mortgage Note;

(vii) for each Mortgage Loan, if any, which is

secured by a residential long-term lease, a copy of the lease with

evidence of recording indicated thereon, or, if the lease is in the

process of being recorded, a photocopy of the lease, certified by an

officer of the respective prior owner of such Mortgage Loan or by the

applicable title insurance company, closing/settlement/escrow agent or

company or closing attorney to be a true and correct copy of the lease

transmitted for recordation;

(viii) the original of any security agreement,

chattel mortgage or equivalent document executed in connection with the

Mortgage; and

(ix) for each Mortgage Loan secured by Co-op

Shares, the originals of the following documents or instruments:

(A) The stock certificate;

(B) The stock power executed in blank;

<PAGE>

(D) The executed recognition agreement;

(E) The executed assignment of

recognition agreement, if any;

(F) The executed UCC-1 financing

statement with evidence of recording thereon; and

(G) Executed UCC-3 financing statements

or other appropriate UCC financing statements,

evidencing a complete and unbroken line of

assignments from the mortgagee to the Trustee with

evidence of recording thereon (or in a form suitable

for recordation).

provided, however, that on the Closing Date, with respect to item (iii), the

Depositor has delivered to the Custodian a copy of such Assignment of Mortgage

in blank and has caused the Servicer servicing the related Mortgage Loan to

retain the completed Assignment of Mortgage for recording as described below,

unless such Mortgage has been recorded in the name of MERS or its designee. In

addition, if the Depositor is unable to deliver or cause the delivery of any

original Mortgage Note due to the loss of such original Mortgage Note, the

Depositor may deliver a Lost Note Affidavit together with a copy of such

Mortgage Note, if a copy is available, and shall thereby be deemed to have

satisfied the document delivery requirements of this Section 2.01(b).

If in connection with any Mortgage Loans, the Depositor cannot

deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all

assumption, modification, consolidation or extension agreements, if any, or (D)

the lender's title policy (together with all riders thereto) satisfying the

requirements of clause (ii), (iii), (iv) or (v) above, respectively,

concurrently with the execution and delivery hereof because such document or

documents have not been returned from the applicable public recording office in

the case of clause (ii), (iii) or (iv) above, or because the title policy has

not been delivered to either the Servicer servicing such Mortgage Loan or the

Depositor by the applicable title insurer in the case of clause (v) above, the

Depositor shall promptly deliver or cause to be delivered to the Custodian, in

the case of clause (ii), (iii) or (iv) above, such Mortgage, such interim

assignment or such assumption, modification, consolidation or extension

agreement, as the case may be, with evidence of recording indicated thereon upon

receipt thereof from the public recording office, but in no event shall any such

delivery of any such documents or instruments be made later than one year

following the Closing Date, unless, in the case of clause (ii), (iii) or (iv)

above, there has been a continuing delay at the applicable recording office or,

in the case of clause (v), there has been a continuing delay at the applicable

insurer and the Depositor has delivered an Officer's Certificate to such effect

to the Custodian. The Depositor shall forward or cause to be forwarded to the

Custodian (1) from time to time additional original documents evidencing an

assumption or modification of a Mortgage Loan and (2) any other documents

required to be delivered by the Depositor or the related Servicer to the

Custodian. In the event that the original Mortgage is not delivered and in

connection with the payment in full of the related Mortgage Loan the public

recording office requires the presentation of a "lost instruments affidavit and

indemnity" or any equivalent document, because only a copy of the Mortgage can

be delivered with the instrument of

<PAGE>

satisfaction or reconveyance, the Servicer servicing such Mortgage Loan shall

prepare, execute and deliver or cause to be prepared, executed and delivered, on

behalf of the Trust, such a document to the public recording office.

As promptly as practicable subsequent to such transfer and

assignment, and in any event, within 30 days thereafter, the related Servicer

shall (except for any Mortgage which has been recorded in the name of MERS or

its designee) (I) cause each Assignment of Mortgage to be in proper form for

recording in the appropriate public office for real property records within 30

days of the Closing Date and (II) at the Depositor's expense, cause to be

delivered for recording in the appropriate public office for real property

records the Assignments of the Mortgages in favor of the Trustee, except that,

with respect to any Assignment of a Mortgage as to which the Servicer servicing

such Mortgage has not received the information required to prepare such

assignment in recordable form, such Servicer's obligation to do so and to

deliver the same for such recording shall be as soon as practicable after

receipt of such information and in any event within 30 days after the receipt

thereof and, no recording of an Assignment of Mortgage will be required in a

state if recording is not required by the Rating Agencies to obtain the initial

ratings for the Certificates.

In the case of Mortgage Loans that have been prepaid in full

as of the Closing Date, the Depositor, in lieu of delivering the above documents

to the Custodian will cause the Servicer servicing such Mortgage Loan to deposit

in the related Servicer Custodial Account the amount of such payment in full.

It is agreed and understood by the Depositor, the Trustee,

National City and SunTrust that none of the Mortgage Loans are (a) loans subject

to 12 CFR Section 226.31, 12 CFR Section 226.32 or 12 CFR Section 226.34, as

amended, or (b) "high cost home," "covered" (excluding home loans defined as

"covered home loans" in the New Jersey Home Ownership Security Act of 2002 that

were originated between November 26, 2003 and July 7, 2004), "high risk home" or

"predatory" loans under any applicable state, federal or local law (or a

similarly classified loan using different terminology under a law imposing

heightened regulatory scrutiny or additional legal liability for residential

mortgage loans having high interest rates, points and/or fees).

Section 2.02 Acceptance by the Custodian of the Mortgage

Loans. Subject to the provisions of the following paragraph, pursuant to the

Custodial Agreement, the Custodian, on behalf of the Trustee, declares that it

will hold the documents referred to in Section 2.01 and the other documents

delivered to it constituting the Mortgage Files, and that it will hold such

other assets as are included in the Trust Estate, in trust for the exclusive use

and benefit of all present and future Certificateholders. Upon execution of this

Agreement, the Custodian will deliver to the Depositor and the Trustee an

initial certification in the form of Exhibit O hereto, to the effect that,

except as may be specified in the list of exceptions attached thereto, it has

received the Mortgage File for each Mortgage Loan on the Mortgage Loan Schedule.

Within 90 days after the execution and delivery of this

Agreement, the Custodian shall review the Mortgage Files in its possession and

will deliver to the Depositor and the Trustee a final certification in the form

of Exhibit P hereto. If, in the

<PAGE>

course of such review, the Custodian finds any document described in Section

2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) which does

not meet the requirements of Section 2.01 or is omitted from such Mortgage File,

the Custodian shall promptly so notify the related Servicer and the Depositor.

In performing any such review, the Custodian may conclusively rely on the

purported genuineness of any such document and any signature thereon. It is

understood that the scope of the Custodian's review of the Mortgage Files is

limited solely to confirming that the documents listed in Section 2.01(b)(i),

(ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) have been received and

further confirming that any and all documents delivered pursuant to Section 2.01

appear on their face to have been executed and relate to the Mortgage Loans

identified in the Mortgage Loan Schedule. The Custodian shall not have any

responsibility for determining whether any document is valid and binding,

whether the text of any assignment or endorsement is in proper or recordable

form, whether any document has been recorded in accordance with the requirements

of any applicable jurisdiction, or whether a blanket assignment is permitted in

any applicable jurisdiction. The Depositor hereby covenants and agrees that it

will promptly correct or cure such defect within 90 days from the date it was so

notified of such defect and, if the Depositor does not correct or cure such

defect within such period, the Depositor will either (a) substitute for the

related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be

accomplished in the manner and subject to the conditions set forth below or (b)

repurchase such Mortgage Loan from the Trustee at the Repurchase Price for such

Mortgage Loan; provided, however, that in no event shall such a substitution

occur more than two years from the Closing Date; provided, further, that such

substitution or repurchase shall occur within 90 days of when such defect was

discovered if such defect will cause the Mortgage Loan not to be a "qualified

mortgage" within the meaning of Section 860G(a)(3) of the Code.

With respect to each Substitute Mortgage Loan, the Depositor

shall deliver to the Custodian, on behalf of the Trustee, for the benefit of the

Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of

Mortgage (except for any Mortgage which has been recorded in the name of MERS or

its designee), and such other documents and agreements as are otherwise required

by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as

required by Section 2.01(b)(i). No substitution is permitted to be made in any

calendar month after the Determination Date for such month. Monthly Payments due

with respect to any such Substitute Mortgage Loan in the month of substitution

shall not be conveyed to the Trust and shall be retained by the Depositor. For

the month of substitution, distributions to Certificateholders will include the

Monthly Payment due for such month on any Defective Mortgage Loan for which the

Depositor has substituted a Substitute Mortgage Loan.

The related Servicer shall amend the Mortgage Loan Schedule to

reflect the removal of each Mortgage Loan that has become a Defective Mortgage

Loan and the substitution of the Substitute Mortgage Loan or Loans and such

Servicer shall deliver the amended Mortgage Loan Schedule to the Custodian, the

Master Servicer, the Certificate Administrator and the Trustee. Upon such

substitution, each Substitute Mortgage Loan shall be subject to the terms of

this Agreement in all respects, and the Depositor shall be deemed to have made

to the Trustee with respect to such Substitute Mortgage Loan, as of the date of

substitution, the representations and warranties made pursuant to Section 2.04.

Upon any such repurchase or substitution and the deposit to the related Servicer

Custodial Account of any required Repurchase Price or Substitution Adjustment

Amount (as described in the next paragraph), as applicable, and receipt of a

Request for Release, the Custodian shall release the Mortgage File relating to

such Defective

<PAGE>

Mortgage Loan to the Depositor and shall execute and deliver at the Depositor's

direction such instruments of transfer or assignment prepared by the Depositor,

in each case without recourse, as shall be necessary to transfer to the

Depositor, or its designee, any Defective Mortgage Loan repurchased or

substituted for pursuant to this Section 2.02.

For any month in which the Depositor substitutes one or more

Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount

(if any) by which the aggregate principal balance of all such Substitute

Mortgage Loans in a Loan Group as of the date of substitution is less than the

aggregate Stated Principal Balance of all such Defective Mortgage Loans in such

Loan Group (the "Substitution Adjustment Amount" for such Loan Group) plus an

amount equal to the aggregate of any unreimbursed Advances with respect to such

Defective Mortgage Loans shall be deposited into the Certificate Account by the

Depositor on or before the Remittance Date for the Distribution Date in the

month succeeding the calendar month during which the related Mortgage Loan is

required to be repurchased or replaced hereunder.

The Custodian shall retain possession and custody of each

Mortgage File in accordance with and subject to the terms and conditions set

forth in the Custodial Agreement. Each Servicer shall promptly deliver to the

Custodian, upon the execution or, in the case of documents requiring recording,

receipt thereof, the originals of such other documents or instruments

constituting the Mortgage File as come into each Servicer's possession from time

to time.

It is understood and agreed that the obligation of the

Depositor to substitute for or to repurchase any Mortgage Loan which does not

meet the requirements of Section 2.01 shall constitute the sole remedy

respecting such defect available to the Trustee and any Certificateholder

against the Depositor.

None of the Certificate Administrator, the Master Servicer,

the Trustee or the Custodian shall be under any duty or obligation (i) to

inspect, review or examine any such documents, instruments, certificates or

other papers to determine that they are genuine, enforceable, or appropriate for

the represented purpose or that they are other than what they purport to be on

their face or (ii) to determine whether any Mortgage File should include any of

the documents specified in Section 2.01(b)(iv), (vi), (vii) and (viii) and

(ix)(E).

Section 2.03 Representations, Warranties and Covenants of the

Master Servicer and the Servicers.

(a) National City hereby makes the following

representations and warranties to the Depositor, the Master Servicer, the

Certificate Administrator and the Trustee, as of the Closing Date:

(i) National City is a corporation duly organized,

validly existing, and in good standing under the laws of Ohio and has

all licenses necessary to carry on its business as now being

conducted and is licensed, qualified and in good standing in each of

the states where a Mortgaged Property is located if the laws of such

state require licensing or qualification in order to conduct

business of the type conducted by National City. National City has

power and authority to execute and deliver this Agreement and to

<PAGE>

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 National City and the

consummation of the transactions contemplated hereby have been duly and

validly authorized. This Agreement, assuming due authorization,

execution and delivery by the other parties hereto, evidences the

valid, binding and enforceable obligation of National City, except as

enforceability may be limited by (A) bankruptcy, insolvency,

liquidation, receivership, moratorium, reorganization or other

similar laws affecting the enforcement of the rights of creditors and

(B) general principles of equity, whether enforcement is sought in a

proceeding in equity or at law. All requisite corporate action has been

taken by National City to make this Agreement valid and binding upon

National City in accordance with its terms.

(ii) No consent, approval, authorization or order is

required for the transactions contemplated by this Agreement from any

court, governmental agency or body, or federal or state regulatory

authority having jurisdiction over National City or, if required, such

consent, approval, authorization or order has been or will, prior to

the Closing Date, be obtained.

(iii) The consummation of the transactions contemplated by

this Agreement are in the ordinary course of business of National City

and will not result in the breach of any term or provision of the

charter or by-laws of National City 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

National City or its property is subject, or result in the violation of

any law, rule, regulation, order, judgment or decree to which National

City or its property is subject.

(iv) There is no action, suit, proceeding orinvestigation

pending or, to the best knowledge of National City, threatened against

National City which, either individually or in the aggregate, would

result in any material adverse change in the business, operations,

financial condition, properties or assets of National City, or in any

material impairment of the right or ability of National City to carry

on its business substantially as now conducted or which would draw into

question the validity of this Agreement or the Mortgage Loans or of any

action taken or to be taken in connection with the obligations of

National City contemplated herein, or which would materially impair the

ability of National City to perform under the terms of this Agreement.

(v) Each Mortgage Loan serviced by National City was

originated (A) by a savings and loan association, savings bank,

commercial bank, credit union, insurance company or similar institution

that is supervised and examined by a federal or state authority, or (B)

by a mortgagee approved by the Secretary of Housing and Urban

Development pursuant to Sections 203 and 211 of the National Housing

Act, as amended.

(vi) No Mortgage Loan serviced by National City is secured by

a Mortgage on a leasehold estate.

<PAGE>

The representations and warranties made pursuant to this

Section 2.03(a) shall survive delivery of the respective Mortgage Files for the

National City Mortgage Loans to the Custodian.

(b) SunTrust hereby makes the following representations

and warranties to the Depositor, the Master Servicer, the Certificate

Administrator and the Trustee, as of the Closing Date:

(i) SunTrust is a corporation duly organized, validly

existing, and in good standing under the laws of Virginia and has all

licenses necessary to carry on its business as now being conducted and

is licensed, qualified and in good standing in each of the states where

a Mortgaged Property is located if the laws of such state require

licensing or qualification in order to conduct business of the type

conducted by SunTrust. SunTrust has 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

SunTrust and the consummation of the transactions contemplated hereby

have been duly and validly authorized. This Agreement, assuming due

authorization, execution and delivery by the other parties hereto,

evidences the valid, binding and enforceable obligation of SunTrust,

except as enforceability may be limited by (A) bankruptcy, insolvency,

liquidation, receivership, moratorium, reorganization or other similar

laws affecting the enforcement of the rights of creditors and (B)

general principles of equity, whether enforcement is sought in a

proceeding in equity or at law. All requisite corporate action has been

taken by SunTrust to make this Agreement valid and binding upon

SunTrust in accordance with its terms.

(ii) No consent, approval, authorization or order is

required for the transactions contemplated by this Agreement from any

court, governmental agency or body, or federal or state regulatory

authority having jurisdiction over SunTrust or, if required, such

consent, approval, authorization or order has been or will, prior to

the Closing Date, be obtained.

(iii) The consummation of the transactions contemplated by

this Agreement are in the ordinary course of business of SunTrust and

will not result in the breach of any term or provision of the charter

or by-laws of SunTrust 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 SunTrust or its

property is subject, or result in the violation of any law, rule,

regulation, order, judgment or decree to which SunTrust or its property

is subject.

(iv) There is no action, suit, proceeding or investigation

pending or, to the best knowledge of SunTrust, threatened against

SunTrust which, either individually or in the aggregate, would result

in any material adverse change in the business, operations, financial

condition, properties or assets of SunTrust, or in any material

impairment of the right or ability of SunTrust to carry on its business

substantially as now conducted or which would draw into question the

validity of this Agreement or the Mortgage Loans or

<PAGE>

of any action taken or to be taken in connection with the obligations

of SunTrust contemplated herein, or which would materially impair the

ability of SunTrust to perform under the terms of this Agreement.

(v) Each Mortgage Loan serviced by SunTrust was

originated (A) by a savings and loan association, savings bank,

commercial bank, credit union, insurance company or similar institution

that is supervised and examined by a federal or state authority, or (B)

by a mortgagee approved by the Secretary of Housing and Urban

Development pursuant to Sections 203 and 211 of the National Housing

Act, as amended.

(vi) No Mortgage Loan serviced by SunTrust is secured by a

Mortgage on a leasehold estate.

The representations and warranties made pursuant to this

Section 2.03(b) shall survive delivery of the respective Mortgage Files for the

SunTrust Mortgage Loans to the Custodian.

representations and warranties to the Depositor, the Trustee and the Servicers,

as of the Closing Date:

(i) Wells Fargo is a national banking association duly

organized, validly existing, and in good standing under the federal

laws of the United States of America and has all licenses necessary to

carry on its business as now being conducted and is licensed,

qualified and in good standing in each of the states where a Mortgaged

Property is located if the laws of such state require licensing or

qualification in order to conduct business of the type conducted by

Wells Fargo. Wells Fargo has 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 Wells Fargo

and the consummation of the transactions contemplated hereby have been

duly and validly authorized. This Agreement, assuming due

authorization, execution and delivery by the other parties hereto,

evidences the valid, binding and enforceable obligation of Wells Fargo,

except as enforceability may be limited by (A) bankruptcy, insolvency,

liquidation, receivership, moratorium, reorganization or other similar

laws affecting the enforcement of the rights of creditors and (B)

general principles of equity, whether enforcement is sought in a

proceeding in equity or at law. All requisite corporate action has been

taken by Wells Fargo to make this Agreement valid and binding upon

Wells Fargo in accordance with its terms.

(ii) No consent, approval, authorization or order is

required for the transactions contemplated by this Agreement from any

court, governmental agency or body, or federal or state regulatory

authority having jurisdiction over Wells Fargo or, if required, such

consent, approval, authorization or order has been or will, prior to

the Closing Date, be obtained.

(iii) The consummation of the transactions contemplated by

this Agreement are in the ordinary course of business of Wells Fargo

and will not result in the breach of any term or provision of the

charter or by-laws of Wells Fargo or result in the breach of

<PAGE>

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 Wells Fargo or its property is subject, or result in the

violation of any law, rule, regulation, order, judgment or decree to

which Wells Fargo or its property is subject.

(iv) There is no action, suit, proceeding or investigation

pending or, to the best knowledge of Wells Fargo, threatened against

Wells Fargo which, either individually or in the aggregate, would

result in any material adverse change in the business, operations,

financial condition, properties or assets of Wells Fargo, or in any

material impairment of the right or ability of Wells Fargo to carry on

its business substantially as now conducted or which would draw into

question the validity of this Agreement or of any action taken or to be

taken in connection with the obligations of Wells Fargo contemplated

herein, or which would materially impair the ability of Wells Fargo to

perform under the terms of this Agreement.

Section 2.04 Assignment of Interest in the Mortgage Loan

Purchase Agreement; Depositor Representations and Warranties.

(a) The Depositor hereby assigns to the Trustee all of

its right, title and interest in the Mortgage Loan Purchase Agreement, including

but not limited to the representations and warranties of the Seller set forth

in Section 7 thereof. The obligations of the Seller under the Mortgage Loan

Purchase Agreement to substitute or repurchase, as applicable, a Mortgage Loan

as to which a representation set forth in Section 7 thereof is breached shall be

the Trustee's and the Certificateholders' sole remedy for such breach. At the

request of the Trustee, the Depositor shall take such actions as may be

necessary to enable the Trustee to enforce such representations and the

obligations of the Seller with respect thereto and shall execute such further

documents as the Trustee may reasonably require in order to enable the Trustee

to carry out such enforcement.

(b) If the Depositor, the Master Servicer, a Servicer, or

the Trustee discovers a breach of any of the representations and warranties set

forth in the Mortgage Loan Purchase Agreement, which breach materially and

adversely affects the value of the interests of Certificateholders or the

Trustee in the related Mortgage Loan, the party discovering the breach shall

give prompt written notice of the breach to the other parties and the Seller.

Upon receipt by the Custodian or the applicable Servicer of the applicable

Substitute Mortgage Loans, Repurchase Prices, or Substitution Adjustment Amounts

(as such terms are defined in the Mortgage Loan Purchase Agreement) from the

Seller as provided in the Mortgage Loan Purchase Agreement, the Custodian and

the applicable Servicer shall notify the Trustee, the Custodian shall release to

the Seller the related Mortgage File, and the Trustee shall execute and deliver

all instruments of transfer or assignment furnished to it by the Seller, without

recourse, representation or warranty, as are necessary to transfer to the Seller

the Mortgage Loan or any property acquired with respect thereto. The Custodian

shall amend the Mortgage Loan Schedule to reflect such repurchase and shall

promptly notify the Trustee, the Master Servicer and the Certificate

Administrator of such amendment. If the Seller delivers a Substitute Mortgage

Loan, the Custodian shall examine the Mortgage File for any Substitute Mortgage

Loan in the manner set forth in Section 2.02(a).

<PAGE>

warranties as to the Mortgage Loans on which the Trustee is deemed to have

relied in acquiring the Mortgage Loans. Such representations and warranties

speak as of the Closing Date, but shall survive until the termination of this

Agreement. Such representations and warranties shall not be waived by any of the

parties to this Agreement:

(i) This Agreement creates a valid and continuing

security interest (as defined in the Uniform Commercial Code as in

force in the relevant jurisdiction) in the Mortgage Loans in favor of

the Trustee, which security interest is prior to all other liens, and

is enforceable as such as against creditors of and purchasers from the

Depositor.

(ii) The Mortgage Loans constitute "instruments" within

the meaning of the Uniform Commercial Code as in force in the relevant

jurisdiction.

(iii) The Depositor owns and has good and marketable title

to the Mortgage Loans free and clear of any lien, claim or encumbrance

of any Person.

(iv) The Depositor has received all consents and approvals

required by the terms of the Mortgage Loans to the sale of the Mortgage

Loans hereunder to the Trustee.

(v) The Depositor has caused or will have caused, within

ten days, the filing of all appropriate financing statements in the

proper filing office in the appropriate jurisdictions under applicable

law in order to perfect the security interest in the Mortgage Loans

granted to the Trustee hereunder.

(vi) Other than the security interest granted to the

Trustee pursuant to this Agreement, the Depositor has not pledged,

assigned, sold, granted a security interest in, or otherwise conveyed

any of the Mortgage Loans. The Depositor has not authorized the filing

of and is not aware of any financing statements against the Depositor

that include a description of collateral covering the Mortgage Loans

other than any financing statement relating to the security interest

granted to the Trustee hereunder or that has been terminated. Debtor is

not aware of any judgment or tax lien filings against it.

(vii) The Custodian has in its possession all original

copies of the Mortgage Notes that constitute or evidence the Mortgage

Loans. The Mortgage Notes that constitute or evidence the Mortgage

Loans do not have any marks or notations indicating that they have been

pledged, assigned or otherwise conveyed to any Person other than the

Trustee. All financing statements filed or to be filed against the

Depositor in favor of the Trustee in connection herewith describing the

Mortgage Loans contain a statement to the following effect: "A

purchase of or security interest in any collateral described in this

financing statement will violate the rights of the secured party as

more fully described in, and subject to the terms of, the related

transaction documents."

(d) The Depositor hereby covenants to maintain the

perfection and priority of the security interest of the Trustee created by this

Agreement.

<PAGE>

Section 2.05 Intent of Parties and Protection of Title.

(a) It is the express intent of the Depositor and the Trustee

that the transfer of the Mortgage Loans by the Depositor to the Trustee pursuant

to Section 2.01(a) be, and be construed as, an absolute sale of the Mortgage

Loans. It is, further, not the intention of such parties that such transfer be

deemed the grant of a security interest in the Mortgage Loans by the Depositor

to the Trustee to secure a debt or other obligation of the Depositor. However,

in the event that, notwithstanding the intent of the parties, the Mortgage Loans

are held to be the property of the Depositor, or if for any other reason this

Agreement is held or deemed to create a security interest in the Mortgage Loans,

then: (1) this Agreement shall constitute a security agreement, and (2) the

transfer of the Mortgage Loans provided for in Section 2.01(a) shall be deemed

to be a grant by the Depositor to the Trustee of, and the Depositor hereby

grants to the Trustee, to secure all of the Depositor's obligations hereunder, a

security interest in all of the Depositor's right, title, and interest, whether

now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all

accounts, chattel paper, deposit accounts, documents, general intangibles,

goods, instruments, investment property, letter-of-credit rights, letters of

credit, money, and oil, gas, and other minerals, consisting of, arising from, or

relating to, any of the foregoing; and (iii) all proceeds of the foregoing.

(b) The Depositor shall file such financing statements, and

the Depositor, the Servicers, and the Trustee at the direction of the Depositor

shall, to the extent consistent with this Agreement, take such other actions as

may be necessary to ensure that, if this Agreement were found to create a

security interest in the Mortgage Loans, such security interest would be a

perfected security interest of first priority under applicable law and will be

maintained as such throughout the term of the Agreement. In connection herewith,

the Trustee shall have all of the rights and remedies of a secured party under

the Uniform Commercial Code as in force in the relevant jurisdiction.

transfer of the Uncertificated Lower-Tier Regular Interests by the Depositor to

the Trustee pursuant to this Agreement be, and be construed as, an absolute sale

of the Uncertificated Lower-Tier Regular Interests. It is, further, not the

intention of the parties that such transfer be deemed the grant of a security

interest in the Uncertificated Lower-Tier Regular Interests by the Depositor to

the Trustee to secure a debt or other obligation of the Depositor. However, in

the event that, notwithstanding the intent of the parties, the Uncertificated

Lower-Tier Regular Interests are held to be the property of the Depositor, or if

for any other reason this Agreement is held or deemed to create a security

interest in the Uncertificated Lower-Tier Regular Interests, then: (1) this

Agreement shall constitute a security agreement, and (2) the transfer of the

Uncertificated Lower-Tier Regular Interests provided for in this Agreement shall

be deemed to be a grant by the Depositor to the Trustee of, and the Depositor

hereby grants to the Trustee, to secure all of the Depositor's obligations

hereunder, a security interest in all of the Depositor's right, title, and

interest, whether now owned or hereafter acquired, in and to (i) the

Uncertificated Lower-Tier Regular Interests, including all rights represented

thereby in and to the Mortgage Loans and the proceeds thereof, (ii) all

accounts, chattel paper, deposit accounts, documents, general intangibles,

goods, instruments, investment property, letter-of-credit rights, letters of

credit, money, and oil, gas, and other minerals, consisting of, arising from, or

relating to, any of the foregoing; and (iii) all proceeds of the foregoing.

<PAGE>

(d) The Depositor shall file such financing statements, and

the Depositor, the Servicers, and the Trustee at the direction of the Depositor

shall, to the extent consistent with this Agreement, take such other actions as

may be necessary to ensure that, if this Agreement were found to create a

security interest in the Uncertificated Lower-Tier Regular Interests, such

security interest would be a perfected security interest of first priority under

applicable law and will be maintained as such throughout the term of the

Agreement. In connection herewith, the Trustee shall have all of the rights and

remedies of a secured party under the Uniform Commercial Code as in force in the

relevant jurisdiction.

Section 2.06 Designation of Interests in the REMIC. The

Depositor hereby designates the Classes of Class A Certificates (other than the

Class 1-A-R Certificates) and the Classes of Class B Certificates as classes of

"regular interests" and Component II of the Class 1-A-R Certificates as the

single class of "residual interest" in the Upper-Tier REMIC for the purposes of

Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby

further designates each Uncertificated Lower-Tier Regular Interest as classes of

"regular interests" and Component I of the Class 1-A-R Certificates as the

single class of "residual interest" in the Lower-Tier REMIC for the purposes of

Code Sections 860G(a)(1) and 860G(a)(2), respectively.

Section 2.07 Designation of Start-up Day. The Closing Date is

hereby designated as the "start-up day" of each of the Upper-Tier REMIC and

Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. Section

2.08 REMIC Certificate Maturity Date. Solely for purposes of satisfying Section

1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity

date" of the regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is

November 1, 2035 (the "REMIC Certificate Maturity Date").

Section 2.09 Execution and Delivery of Certificates. The

Trustee (i) acknowledges the issuance of and hereby declares that it holds the

Uncertificated Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC

and the Certificateholders and (ii) has executed and delivered to or upon the

order of the Depositor, in exchange for the Mortgage Loans and Uncertificated

Lower-Tier Regular Interests together with all other assets included in the

definition of "Trust Estate," receipt of which is hereby acknowledged,

Certificates in authorized denominations which, together with the Uncertificated

Lower-Tier Regular Interests, evidence ownership of the entire Trust Estate.

<PAGE>

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

Section 3.01 Servicers to Service Mortgage Loans. For and on

behalf of the Certificateholders, National City (or any successor Servicer

thereto) shall service and administer the National City Mortgage Loans, and

SunTrust (or any successor Servicer thereto) shall service and administer the

SunTrust Mortgage Loans, in each case in accordance with the terms of this

Agreement, the Customary Servicing Procedures applicable to such Servicer,

applicable law and the terms of the related Mortgage Notes and Mortgages. In

connection with such servicing and administration, each Servicer shall have full

power and authority, acting alone and/or through Subservicers as provided in

Section 3.02, to do or cause to be done any and all things that it may deem

necessary or desirable in connection with such servicing and administration

including, but not limited to, the power and authority, subject to the terms

hereof, (a) to execute and deliver, on behalf of the Certificateholders and the

Trustee, customary consents or waivers and other instruments and documents, (b)

to consent, with respect to the Mortgage Loans it services, to transfers of any

Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages

(but only in the manner provided in this Agreement), (c) to collect any

Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans

it services, and (d) to effectuate foreclosure or other conversion of the

ownership of the Mortgaged Property securing any Mortgage Loan it services. Each

Servicer shall represent and protect the interests of the Trust in the same

manner as it protects its own interests in mortgage loans in its own portfolio

in any claim, proceeding or litigation regarding a Mortgage Loan and shall not

make or permit any modification, waiver or amendment of any term of any Mortgage

Loan, except as provided pursuant to Section 3.21. Without limiting the

generality of the foregoing, each Servicer, in its own name or in the name of

any Subservicer or the Depositor and the Trustee, is hereby authorized and

empowered by the Depositor and the Trustee, when the Servicer or any

Subservicer, as the case may be, believes it appropriate in its reasonable

judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the

Certificateholders or any of them, any and all instruments of satisfaction or

cancellation, or of partial or full release or discharge, and all other

comparable instruments, with respect to the Mortgage Loans it services, and with

respect to the related Mortgaged Properties held for the benefit of the

Certificateholders. Each Servicer shall prepare and deliver to the Depositor

and/or the Trustee such documents requiring execution and delivery by any or all

of them as are necessary or appropriate to enable such Servicer to service and

administer the Mortgage Loans it services to the extent that such Servicer is

not permitted to execute and deliver such documents pursuant to the preceding

sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon

the direction of such Servicer, shall promptly execute such documents and

deliver them to such Servicer.

In accordance with the standards of the preceding paragraph,

each Servicer shall advance or cause to be advanced funds as necessary for the

purpose of effecting the payment of taxes and assessments on the Mortgaged

Properties relating to the Mortgage Loans it services, which Servicing Advances

shall be reimbursable in the first instance from related collections from the

Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.

The costs, if any, incurred by a Servicer in effecting the timely payments of

taxes and assessments on the Mortgaged Properties and related insurance premiums

shall not, for the purpose of

<PAGE>

calculating monthly distributions to the Certificateholders, be added to the

Stated Principal Balances of the related Mortgage Loans, notwithstanding that

the terms of such Mortgage Loans so permit. However, advances for taxes may be

capitalized in accordance with a loan modification pursuant to Section 3.21.

The relationship of each Servicer (and of any successor to

such Servicer as servicer under this Agreement) to the Trustee, the Master

Servicer, the Certificateholders and the Certificate Administrator under this

Agreement is intended by the parties to be that of an independent contractor and

not that of a joint venturer, partner or agent.

Section 3.02 Subservicing; Enforcement of the Obligations of

Servicers.

(a) Each Servicer may arrange for the subservicing of any

Mortgage Loan it services by a Subservicer pursuant to a Subservicing Agreement;

provided, however, that such subservicing arrangement and the terms of the

related Subservicing Agreement must provide for the servicing of such Mortgage

Loan in a manner consistent with the servicing arrangements contemplated

hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of

the provisions of this Agreement relating to agreements or arrangements between

a Servicer and a Subservicer or reference to actions taken through a Subservicer

or otherwise, the related Servicer shall remain obligated and liable to the

Depositor, the Trustee and the Certificateholders for the servicing and

administration of the Mortgage Loans it services in accordance with the

provisions of this Agreement without diminution of such obligation or liability

by virtue of such Subservicing Agreements or arrangements or by virtue of

indemnification from the Subservicer and to the same extent and under the same

terms and conditions as if such Servicer alone were servicing and administering

those Mortgage Loans. All actions of each Subservicer performed pursuant to the

related Subservicing Agreement shall be performed as agent of the related

Servicer with the same force and effect as if performed directly by such

Servicer.

(b) For purposes of this Agreement, each Servicer shall

be deemed to have received any collections, recoveries or payments with respect

to the Mortgage Loans it services that are received by a Subservicer regardless

of whether such payments are remitted by the Subservicer to such Servicer.

Servicer, for the benefit of the Trustee and the Certificateholders, shall use

its best reasonable efforts to enforce the obligations of each Subservicer

engaged by such Servicer under the related Subservicing Agreement, to the extent

that the non-performance of any such obligation would have a material and

adverse effect on a Mortgage Loan. Such enforcement, including, without

limitation, the legal prosecution of claims, termination of Subservicing

Agreements and the pursuit of other appropriate remedies, shall be in such form

and carried out to such an extent and at such time as such Servicer, in its good

faith business judgment, would require were it the owner of the related Mortgage

Loans. Such Servicer shall pay the costs of such enforcement at its own expense,

and shall be reimbursed therefor only (i) from a general recovery resulting from

such enforcement to the extent, if any, that such recovery exceeds all amounts

due in respect of the related Mortgage Loan or (ii) from a specific recovery of

costs, expenses or attorneys fees against the party against whom such

enforcement is directed.

<PAGE>

(d) Any Subservicing Agreement entered into by a Servicer

shall provide that it may be assumed or terminated by the Master Servicer, if

the Master Servicer has assumed the duties of a Servicer, or any successor

Servicer, at the Master Servicer's or successor Servicer's option, as

applicable, without cost or obligation to the assuming or terminating party or

the Trust, upon the assumption by such party of the obligations of the Servicer

pursuant to Section 8.05. Each Servicer shall be solely responsible for any fees

and expenses payable to any Subservicer in connection with the assumption or

termination of any Subservicing Agreement.

Any Subservicing Agreement, and any other transactions or

services relating to the Mortgage Loans involving a Subservicer, shall be deemed

to be between the related Servicer and such Subservicer alone, and the Trustee,

the Master Servicer, the Certificate Administrator and the Certificateholders

shall not be deemed parties thereto and shall have no obligations, duties or

liabilities to or with respect to the Subservicer or its officers, directors or

employees, except as set forth in Section 3.01.

Section 3.03 Fidelity Bond; Errors and Omissions Insurance.

Each Servicer shall maintain, at its own expense, and provide

evidence thereof to the Master Servicer upon request, a blanket fidelity bond

and an errors and omissions insurance policy, with broad coverage on all

officers, employees or other persons acting in any capacity requiring such

persons to handle funds, money, documents or papers relating to the Mortgage

Loans it services. These policies must insure the related Servicer against

losses resulting from dishonest or fraudulent acts committed by such Servicer's

personnel, any employees of outside firms that provide data processing services

for such Servicer, and temporary contract employees or student interns. Such

fidelity bond shall also protect and insure such Servicer against losses in

connection with the release or satisfaction of a Mortgage Loan without having

obtained payment in full of the indebtedness secured thereby. No provision of

this Section 3.03 requiring such fidelity bond and errors and omissions

insurance shall diminish or relieve a Servicer from its duties and obligations

as set forth in this Agreement. The minimum coverage under any such bond and

insurance policy shall be at least equal to the corresponding amounts required

by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' &

Servicers' Guide, as amended or restated from time to time, or in an amount as

may be permitted to the Servicer by express waiver of FNMA or FHLMC.

The Master Servicer shall maintain, at its own expense, a

blanket fidelity bond and an errors and omissions insurance policy, affording

coverage with respect to all directors, officers, employees and other Persons

acting on the Master Servicer's behalf, and covering errors and omissions in the

performance of the Master Servicer's obligations hereunder. The errors and

omissions insurance policy and the fidelity bond shall be in such form and

amount generally acceptable for entities serving as master servicers or

trustees.

Section 3.04 Access to Certain Documentation.

The Master Servicer and each Servicer shall provide to the OTS

and the FDIC and to comparable regulatory authorities supervising Holders of

Subordinate Certificates and the examiners and supervisory agents of the OTS,

the FDIC and such other authorities, access to the documentation required by

applicable regulations of the OTS and the FDIC with respect to the

<PAGE>

Mortgage Loans. Such access shall be afforded without charge, but only upon

reasonable and prior written request and during normal business hours at the

offices designated by the Master Servicer and each Servicer. Nothing in this

Section 3.04 shall limit the obligation of the Master Servicer or a Servicer to

observe any applicable law, and the failure of the Master Servicer or such

Servicer to provide access as provided in this Section 3.04 as a result of such

obligation shall not constitute a breach of this Section 3.04.

Section 3.05 Maintenance of Primary Insurance Policy;

Claims.

With respect to each Mortgage Loan which was covered by a

Primary Insurance Policy on the Cut-off Date, or the date that such Mortgage

Loan is transferred to the Trustee, the Servicer servicing such Mortgage Loan

shall, without any cost to the Trust Estate, maintain or cause the Mortgagor to

maintain in full force and effect a Primary Insurance Policy insuring that

portion of the Mortgage Loan in excess of a percentage in conformity with FNMA

requirements. Each Servicer shall pay or shall cause the Mortgagor to pay the

premium thereon on a timely basis, at least until the Loan-to-Value Ratio of

such Mortgage Loan is reduced to 80% or such other Loan-to-Value Ratio as may be

required by law. If such Primary Insurance Policy is terminated, the related

Servicer shall obtain from another insurer a comparable replacement policy, with

a total coverage equal to the remaining coverage of such terminated Primary

Insurance Policy. If the insurer shall cease to be an insurer acceptable to

FNMA, such Servicer shall notify the Trustee in writing, it being understood

that such Servicer shall not have any responsibility or liability for any

failure to recover under the Primary Insurance Policy for such reason. If the

related Servicer determines that recoveries under the Primary Insurance Policy

are jeopardized by the financial condition of the insurer, such Servicer shall

obtain from another insurer which meets the requirements of this Section 3.05 a

replacement insurance policy. No Servicer shall take any action that would

result in noncoverage under any applicable Primary Insurance Policy of any loss

that, but for the actions of the related Servicer, would have been covered

thereunder. In connection with any assumption or substitution agreement entered

into or to be entered into pursuant to Section 3.13, the related Servicer shall

promptly notify the insurer under the related Primary Insurance Policy, if any,

of such assumption or substitution of liability in accordance with the terms of

such Primary Insurance Policy and shall take all actions which may be required

by such insurer as a condition to the continuation of coverage under such

Primary Insurance Policy. If such Primary Insurance Policy is terminated as a

result of such assumption or substitution of liability, such Servicer shall

obtain a replacement Primary Insurance Policy as provided above.

In connection with its activities as servicer, each Servicer

agrees to prepare and present, on behalf of itself, the Trustee, and the

Certificateholders, claims to the insurer under any Primary Insurance Policy in

a timely fashion in accordance with the terms of such Primary Insurance Policy

and, in this regard, to take such action as shall be necessary to permit

recovery under any Primary Insurance Policy respecting a Defaulted Mortgage

Loan. Pursuant to Section 3.08(b)(iii), any amounts collected by a Servicer

under any Primary Insurance Policy shall be deposited in the related Servicer

Custodial Account, subject to withdrawal pursuant to Section 3.11.

Each Servicer will comply with all provisions of applicable

state and federal law relating to the cancellation of, or collection of premiums

with respect to, Primary Insurance

<PAGE>

Policies, including, but not limited to, the provisions of the Homeowners

Protection Act of 1998, and all regulations promulgated thereunder, as amended

from time to time.

Section 3.06 Rights of the Depositor and Others in Respect

of the Servicers.

The Depositor may, but is not obligated to, enforce the

obligations of either Servicer hereunder and may, but is not obligated to,

perform, or cause a designee to perform, any defaulted obligation of a Servicer

hereunder and in connection with any such defaulted obligation to exercise the

related rights of a Servicer hereunder; provided that no Servicer shall be

relieved of any of its obligations hereunder by virtue of such performance by

the Depositor or its designee. Neither the Trustee, the Certificate

Administrator, the Master Servicer nor the Depositor shall have any

responsibility or liability for any action or failure to act by a Servicer nor

shall the Trustee, the Certificate Administrator or the Depositor be obligated

to supervise the performance of a Servicer hereunder or otherwise.

Any Subservicing Agreement that may be entered into and any

transactions or services relating to the Mortgage Loans involving a Subservicer

in its capacity as such shall be deemed to be between the Subservicer and the

related Servicer alone, and the Trustee, the Certificate Administrator, the

Master Servicer and Certificateholders shall not be deemed parties thereto and

shall have no obligations, duties or liabilities with respect to the

Subservicer. Each Servicer shall be solely liable for all fees owed by it to any

Subservicer, irrespective of whether such Servicer's compensation pursuant to

this Agreement is sufficient to pay such fees.

Section 3.07 [Reserved].

Section 3.08 Collection of Mortgage Loan Payments; Servicer

Custodial Accounts; Certificate Account; and Upper-Tier Certificate Account.

(a) Each Servicer will proceed diligently, in accordance

with this Agreement, to collect all payments due under each of the Mortgage

Loans it services when the same shall become due and payable. Further, each

Servicer will in accordance with all applicable law, the terms of the Mortgage

Loans, and Customary Servicing Procedures applicable thereto ascertain and

estimate taxes, assessments, fire and hazard insurance premiums, mortgage

insurance premiums and all other charges with respect to the Mortgage Loans it

services that, as provided in any Mortgage, will become due and payable to the

end that the installments payable by the Mortgagors will be sufficient to pay

such charges as and when they become due and payable. Consistent with the

foregoing, each Servicer may in its discretion (i) waive any late payment charge

or any prepayment charge or penalty interest in connection with the prepayment

of a Mortgage Loan it services and (ii) extend the due dates for payments due on

a Mortgage Note for a period not greater than 120 days; provided, however, that

such Servicer cannot extend the maturity of any such Mortgage Loan past the date

on which the final payment is due on the latest maturing Mortgage Loan as of the

Cut-Off Date. In the event of any such arrangement, such Servicer shall make

Periodic Advances on the related Mortgage Loan in accordance with the provisions

of Section 3.20 during the scheduled period in accordance with the amortization

schedule of such Mortgage Loan without modification thereof by reason of such

arrangements. No Servicer shall be required to institute or join in litigation

with respect to collection of any payment (whether under a Mortgage, Mortgage

Note or otherwise or against any public or

<PAGE>

governmental authority with respect to a taking or condemnation) if it

reasonably believes that enforcing the provision of the Mortgage or other

instrument pursuant to which such payment is required is prohibited by

applicable law.

(b) Each Servicer shall establish and maintain a Servicer

Custodial Account. Each Servicer shall deposit or cause to be deposited into the

related Servicer Custodial Account, all on a daily basis within one Business Day

of receipt, except as otherwise specifically provided herein, the following

payments and collections remitted by the related Subservicers or received by

such Servicer in respect of the Mortgage Loans it services subsequent to the

Cut-Off Date (other than in respect of principal and interest due on the

Mortgage Loans on or before the Cut-Off Date) and the following amounts required

to be deposited hereunder with respect to the Mortgage Loans it services:

(i) all payments on account of principal of the Mortgage

Loans, including Principal Prepayments;

(ii) all payments on account of interest on the Mortgage

Loans, net of the Servicing Fee;

(iii) (A) all Insurance Proceeds and Liquidation Proceeds,

other than Insurance Proceeds to be (1) applied to the restoration or

repair of the Mortgaged Property, (2) released to the Mortgagor in

accordance with Customary Servicing Procedures, the terms of the

Mortgage Loan, or applicable law or (3) required to be deposited to an

Escrow Account pursuant to Section 3.09(a) and (B) any Insurance

Proceeds released from an Escrow Account pursuant to Section 3.09(b)

(iv);

(iv) any amount required to be deposited by such Servicer

pursuant to Section 3.08(d) in connection with any losses on Permitted

Investments with respect to the related Servicer Custodial Account;

(v) any amounts required to be deposited by such Servicer

pursuant to Section 3.14;

(vi) all Repurchase Prices, all Substitution Adjustment

Amounts and all Subsequent Recoveries received by such Servicer;

(vii) Periodic Advances made by such Servicer pursuant to

Section 3.20 and any payments of Compensating Interest; and

(viii) any other amounts required to be deposited hereunder.

The foregoing requirements for deposits to a Servicer

Custodial Account by the related Servicer shall be exclusive, it being

understood and agreed that, without limiting the generality of the foregoing,

payments in the nature of prepayment penalties, late payment charges or

assumption fees, if collected, need not be deposited by such Servicer. If a

Servicer shall deposit in the related Servicer Custodial Account any amount not

required to be deposited, it may at any time withdraw or direct the institution

maintaining such Servicer Custodial Account to withdraw such amount from such

Servicer Custodial Account, any provision herein

<PAGE>

to the contrary notwithstanding. A Servicer Custodial Account may contain funds

that belong to one or more trust funds created for mortgage pass-through

certificates of other series and may contain other funds respecting payments on

mortgage loans belonging to such Servicer or serviced by such Servicer on behalf

of others; provided that such commingling of funds shall not be permitted at any

time during which Fitch's senior long-term unsecured debt rating of such

Servicer is below "A." Notwithstanding such commingling of funds, each Servicer

shall keep records that accurately reflect the funds on deposit in the related

Servicer Custodial Account that have been identified by it as being attributable

to the Mortgage Loans it services. Each Servicer shall maintain adequate records

with respect to all withdrawals made pursuant to this Section 3.08. All funds

required to be deposited in a Servicer Custodial Account shall be held in trust

for the Certificateholders until withdrawn in accordance with Section 3.11.

(d) Each institution at which a Servicer Custodial

Account is maintained shall invest the funds therein as directed in writing by

the related Servicer in Permitted Investments, which shall mature not later than

the Business Day next preceding the related Remittance Date (except that if such

Permitted Investment is an obligation of the institution that maintains such

account, then such Permitted Investment shall mature not later than such

Remittance Date), and shall not be sold or disposed of prior to its maturity.

All such Permitted Investments shall be made in the name of the Trustee, for the

benefit of the Certificateholders. All income or gain (net of any losses)

realized from any such investment of funds on deposit in a Servicer Custodial

Account shall be for the benefit of the related Servicer as servicing

compensation and shall be retained by it monthly as provided herein. The amount

of any losses realized in a Servicer Custodial Account in respect of any such

investments shall promptly be deposited by the related Servicer in such Servicer

Custodial Account.

(e) Each Servicer shall give notice to the Trustee and

the Master Servicer of any proposed change of the location of the related

Servicer Custodial Account maintained by such Servicer not later than 30 days

and not more than 45 days prior to any change thereof. The creation of a

Servicer Custodial Account shall be evidenced by a certification substantially

in the form of Exhibit F hereto. A copy of such certification shall be furnished

to the Master Servicer.

(f) The Certificate Administrator shall establish and

maintain in the name of the Trustee, for the benefit of the Certificateholders,

the Certificate Account as a segregated trust account or accounts. The

Certificate Account shall be an Eligible Account. The Master Servicer will

deposit in the Certificate Account, as identified by the Master Servicer and as

received by the Master Servicer, the following amounts:

(i) Any amounts withdrawn from a Servicer

Custodial Account;

(ii) Any Periodic Advances made by the Master

Servicer pursuant to Section 3.20 and any payments of Compensating

Interest;

(iii) Any Insurance Proceeds or Liquidation

Proceeds received by or on behalf of the Master Servicer or which were

not deposited in a Servicer Custodial Account;

<PAGE>

(iv) The Repurchase Price with respect to any

Mortgage Loans purchased by the Seller pursuant to the Mortgage Loan

Purchase Agreement or by the Depositor pursuant to Sections 2.02 or

2.04 hereof and all proceeds of any Mortgage Loans or property acquired

with respect thereto repurchased by the Master Servicer pursuant to

Section 10.01;

(v) Any amounts required to be deposited with

respect to losses on investments of deposits in a Servicer Custodial

Account or the Certificate Account; and

(vi) Any other amounts received by or on behalf

of the Master Servicer and required to be deposited in the Certificate

Account pursuant to this Agreement.

(g) All amounts deposited to the Certificate Account

shall be held by the Certificate Administrator in the name of the Trustee in

trust for the benefit of the Certificateholders in accordance with the terms and

provisions of this Agreement.

(h) The Certificate Account shall constitute a trust

account of the Trust segregated on the books of the Certificate Administrator

and held by the Certificate Administrator in trust in its Corporate Trust

Office. The Certificate Account shall be an Eligible Account. The amount at any

time credited to the Certificate Account may be invested, in the name of the

Trustee, for the benefit of the Certificateholders, in Permitted Investments as

directed by the Master Servicer. All Permitted Investments shall mature or be

subject to redemption or withdrawal on or before, and shall be held until, the

next succeeding Distribution Date if the obligor for such Permitted Investment

is the institution acting as Certificate Administrator or, if such obligor is

any other Person, the Business Day preceding such Distribution Date. All income

or gain (net of any losses) realized from any such investment of funds on

deposit in the Certificate Account shall be for the benefit of the Master

Servicer as master servicing compensation and shall be retained by it monthly as

provided herein. The amount of any losses realized in the Certificate Account in

respect of any such investments shall promptly be deposited by the Master

Servicer in the Certificate Account.

(i) The Certificate Administrator shall establish and

maintain the Upper-Tier Certificate Account (which may be a sub-account of the

Certificate Account). On each Distribution Date (other than the Final

Distribution Date, if such Final Distribution Date is in connection with a

purchase of the assets of the Trust Estate by the Depositor), the Certificate

Administrator shall, from funds available on deposit in the Certificate Account,

deposit, in immediately available funds, by wire transfer or otherwise, into the

Upper-Tier Certificate Account, the Lower-Tier Distribution Amount.

Section 3.09 Collection of Taxes, Assessments and Similar

Items; Escrow Accounts.

(a) To the extent required by the related Mortgage Note

and not violative of current law, each Servicer shall segregate and hold all

funds collected and received pursuant to each Mortgage Loan which constitute

Escrow Payments in trust separate and apart from any of its own funds and

general assets and for such purpose shall establish and maintain one or more

escrow accounts (collectively, the "Escrow Accounts"), in each case titled

"[Insert name of

<PAGE>

Servicer], in trust for registered holders of Wachovia Mortgage Loan Trust, LLC

Mortgage Pass-Through Certificates, Series 2005-B and various Mortgagors." Each

Escrow Account shall be established with a commercial bank, a savings bank or a

savings and loan association that meets the guidelines set forth by FNMA or

FHLMC as an eligible institution for escrow accounts and which is a member of

the Automated Clearing House. In any case, each Escrow Account shall be insured

by the FDIC to the fullest extent permitted by law. Each Servicer shall deposit

in the appropriate Escrow Account on a daily basis, and retain therein: (i) all

Escrow Payments collected on account of the Mortgage Loans, (ii) all amounts

representing proceeds of any hazard insurance policy which are to be applied to

the restoration or repair of any related Mortgaged Property and (iii) all

amounts representing proceeds of any Primary Insurance Policy. Nothing herein

shall require a Servicer to compel a Mortgagor to establish an Escrow Account in

violation of applicable law or the terms of the related Mortgage Loan.

(b) Withdrawals of amounts so collected from the Escrow

Accounts may be made by a Servicer only (i) to effect timely payment of taxes,

assessments, mortgage insurance premiums, fire and hazard insurance premiums,

condominium or PUD association dues, or comparable items constituting Escrow

Payments for the related Mortgage, (ii) to reimburse the Servicer out of related

Escrow Payments made with respect to a Mortgage Loan for any Servicing Advance

made by the Servicer pursuant to Section 3.09(c) with respect to such Mortgage

Loan, (iii) to refund to any Mortgagor any sums determined to be overages, (iv)

for transfer to a Servicer Custodial Account upon default of a Mortgagor or in

accordance with the terms of the related Mortgage Loan and if permitted by

applicable law, (v) for application to restore or repair the Mortgaged Property,

(vi) to pay to the Mortgagor, to the extent required by law or the terms of the

Mortgage Loan, any interest paid on the funds deposited in the applicable Escrow

Account, (vii) to pay to itself any interest earned on funds deposited in the

applicable Escrow Accounts (and not required to be paid to the Mortgagor),

(viii) to the extent permitted under the terms of the related Mortgage Note and

applicable law, to pay late fees with respect to any Monthly Payment which is

received after the applicable grace period, (ix) to withdraw suspense payments

that are deposited into an Escrow Account, (x) to withdraw any amounts

inadvertently deposited in and Escrow Account or (xi) to clear and terminate any

Escrow Account upon the termination of this Agreement in accordance with Section

10.01. Any Escrow Account shall not be a part of the Trust Estate.

shall maintain accurate records reflecting the status of taxes, assessments and

other charges which are or may become a lien upon the Mortgaged Property and the

status of Primary Insurance Policy premiums and fire and hazard insurance

coverage. Each Servicer 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, if any, which shall have been

estimated and accumulated by such Servicer in amounts sufficient for such

purposes, as allowed under the terms of the Mortgage Loan. To the extent that a

Mortgage Loan does not provide for Escrow Payments, such Servicer shall

determine whether any such payments are made by the Mortgagor. Each Servicer

assumes full responsibility for the timely payment of all such bills and shall

effect timely payments of all such bills irrespective of each Mortgagor's

faithful performance in the payment of same or the making of the Escrow

Payments. Each Servicer shall advance any such payments that are not timely

<PAGE>

paid, but each Servicer shall be required so to advance only to the extent that

such Servicing Advances, in the good faith judgment of the related Servicer,

will be recoverable by such Servicer out of Insurance Proceeds, Liquidation

Proceeds or otherwise.

Section 3.10 Access to Certain Documentation and Information

Regarding the Mortgage Loans.

Each Servicer shall afford the Master Servicer and the Trustee

reasonable access to all records and documentation in its possession regarding

the Mortgage Loans it services and all accounts, insurance information and other

matters relating to this Agreement, such access being afforded without charge,

but only upon reasonable request and during normal business hours at the office

designated by each Servicer.

Upon reasonable advance notice in writing, each Servicer will

provide to each Certificateholder which is a savings and loan association, bank

or insurance company certain reports and reasonable access to information and

documentation regarding the Mortgage Loans it services sufficient to permit such

Certificateholder to comply with applicable regulations of the OTS or other

regulatory authorities with respect to investment in the Certificates; provided

that each Servicer shall be entitled to be reimbursed by each such

Certificateholder for actual expenses incurred by such Servicer in providing

such reports and access.

Section 3.11 Permitted Withdrawals from the Servicer

Custodial Accounts, Certificate Account and Upper-Tier Certificate Account.

(a) Each Servicer may from time to time make withdrawals

from the related Servicer Custodial Account, for the following purposes:

(i) to pay to such Servicer (to the extent not previously

retained), the servicing compensation to which it is entitled pursuant

to Section 3.17, and to pay to such Servicer, as additional servicing

compensation, earnings on or investment income with respect to funds in

or credited to such Servicer Custodial Account;

(ii) to reimburse such Servicer for unreimbursed Advances

made by it, such right of reimbursement pursuant to this clause (ii)

being limited to amounts received on the Mortgage Loan(s) in respect of

which any such Advance was made;

(iii) to reimburse such Servicer for any Nonrecoverable

Advance previously made or any Advances capitalized in accordance with

Section 3.21(c);

(iv) to reimburse such Servicer for Insured Expenses from

the related Insurance Proceeds;

(v) to pay to the purchaser, with respect to each

Mortgage Loan or REO Property that has been purchased pursuant to

Section 2.02 or 2.04, all amounts received thereon after the date of

such purchase;

<PAGE>

(vi) [Reserved];

(vii) to reimburse such Servicer or the Depositor for

expenses incurred by any of them and reimbursable pursuant to Section

7.03;

(viii) to withdraw any amount deposited in such Servicer

Custodial Account and not required to be deposited therein;

(ix) to remit to the Certificate Administrator on each

Remittance Date (i) all amounts credited to such Servicer Custodial

Account as of the close of business on the related Determination Date,

net of charges against or withdrawals from such Servicer Custodial

Account pursuant to this Section 3.11(a), and excluding any Principal

Prepayments received after the end of the preceding calendar month,

plus (ii) to the extent not already deposited in such Servicer

Custodial Account, all Compensating Interest and Periodic Advances, if

any, for such Distribution Date which the Servicer is obligated to

remit pursuant to Sections 3.17 and 3.20, respectively, minus (iii) any

amounts attributable to Monthly Payments in respect of a Due Date or

Due Dates subsequent to the related Due Date for such Remittance Date;

and

(x) to clear and terminate such Servicer Custodial

Account upon termination of this Agreement pursuant to Section 10.01.

Each Servicer shall keep and maintain separate accounting

records, on a Mortgage Loan by Mortgage Loan basis, for the purpose of

justifying any withdrawal from the related Servicer Custodial Account pursuant

to clauses (i), (ii), (iv) and (v). Prior to making any withdrawal from the

Servicer Custodial Account pursuant to clause (iii), each Servicer shall deliver

to the Master Servicer an Officer's Certificate of a Servicing Officer

indicating the amount of any previous Advance determined by such Servicer to be

a Nonrecoverable Advance and identifying the related Mortgage Loan(s) and their

respective portions of such Nonrecoverable Advance.

With respect to any remittance received by the Certificate

Administrator after the Remittance Date on which such remittance was due, the

applicable Servicer shall pay to the Certificate Administrator (for the benefit

of the Master Servicer) interest on such late payment at an annual rate equal to

the prime rate, adjusted as of the date of each change, plus two (2) percentage

points, but in no event greater than the maximum amount permitted by applicable

law. Such interest shall be deposited in the related Servicer Custodial Account

by the applicable Servicer for remittance to the Certificate Administrator on

the date such late payment is made and shall cover the period commencing with

the day following such Remittance Date and ending with the day on