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EXHIBIT 10.1 -------------------------------------------------------------------------------- WELLS FARGO BANK, N.A. (Master Servicer) and WELLS FARGO BANK, N.A. (Servicer) SERVICING AGREEMENT Dated as of August 29, 2007

Servicing Agreement

EXHIBIT 10.1 -------------------------------------------------------------------------------- WELLS FARGO BANK, N.A. (Master Servicer) and WELLS FARGO BANK, N.A. (Servicer) SERVICING AGREEMENT Dated as of August 29, 2007 | Document Parties: WELLS FARGO MORTGAGE BACKED SECURITIES 2007-12 TRUST | WELLS FARGO BANK, NA You are currently viewing:
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Title: EXHIBIT 10.1 -------------------------------------------------------------------------------- WELLS FARGO BANK, N.A. (Master Servicer) and WELLS FARGO BANK, N.A. (Servicer) SERVICING AGREEMENT Dated as of August 29, 2007
Governing Law: New York     Date: 9/13/2007

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                                                                    EXHIBIT 10.1



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





                             WELLS FARGO BANK, N.A.


                                 (Master Servicer)


                                       and


                             WELLS FARGO BANK, N.A.


                                   (Servicer)


                               SERVICING AGREEMENT


                           Dated as of August 29, 2007





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

<PAGE>

                              TABLE OF CONTENTS

                                  ARTICLE 1

                                 Definitions

Section 1.1 Definitions.....................................................
            ACH.............................................................
            Additional Form 10-D Disclosure.................................
            Additional Form 10-K Disclosure.................................
            Adjusted Tangible Net Worth.....................................
            Administration Disclosure.......................................
            Advance.........................................................
            Affiliate.......................................................
            Amounts Held for Future Distribution............................
            Applicable Unscheduled Principal Receipt Period.................
            Appraisal Report................................................
            ARM Loan........................................................
            Assigned Letter of Credit.......................................
            Assignment......................................................
            Assumption......................................................
            Balloon Amount..................................................
            Balloon Loan....................................................
            Bankruptcy Code.................................................
            BIF.............................................................
            Borrower........................................................
            Business Day....................................................
            Buydown Agreement...............................................
            Buydown Funds...................................................
            Certificate Account.............................................
            Certificates....................................................
            Certificateholders..............................................
            Code............................................................
            Commission......................................................
            Condominium Project.............................................
            Condominium Unit................................................
            Converted Mortgage Loan.........................................
            Co-op Shares....................................................
            Current Value...................................................
            Curtailment.....................................................
            Custodial Agreement.............................................
            Custodial Buydown Account.......................................
            Custodial PITI Account..........................................
            Custodial Principal and Interest (P&I) Account..................
            Custodial Subsidy Account.......................................
            Custodial Taxes and Insurance (T&I) Account.....................
            Custodian.......................................................
            Cut-Off Date....................................................
            Debt Service Reduction..........................................
            Deficient Valuation.............................................
            Delinquency/Delinquent..........................................
            Depositor.......................................................
            Determination Date..............................................
            Directly Operate................................................
            Distribution Date...............................................
            Document Transfer Date..........................................
            Document Transfer Event.........................................
            Due Date........................................................
            Due-On-Sale Clause..............................................
            Eligible Account................................................
            Eligible Custodial P&I Account..................................
            Eligible Investments............................................
            Errors and Omissions Policy.....................................
            Escrow Funds....................................................
            Escrow Item.....................................................
            Exchange Act....................................................
            FDIC............................................................
            FHA.............................................................
            FHLMC...........................................................
            Fidelity Bond...................................................
            Final Title Condition Report....................................
            Flood Insurance.................................................
            FNMA............................................................
            Form 8-K........................................................
            Form 8-K Disclosure Information.................................
            Form 10-D.......................................................
            Form 10-K.......................................................
            Full Unscheduled Principal Receipt..............................
            GNMA............................................................
            GPM (or GPARM) Loan.............................................
            Gross Margin....................................................
            Hazard Insurance................................................
            HUD.............................................................
            Index...........................................................
            Insurance Policy................................................
            Insurance Proceeds..............................................
            Interest Adjustment Date........................................
            Letter of Credit................................................
            Liquidation.....................................................
             Liquidation Proceeds............................................
            Liquidation Profits.............................................
            Loan Originator.................................................
            Loan-to-Value (LTV).............................................
            Lost Note Affidavit.............................................
            Master Servicer.................................................
            Master Servicer Loan Number.....................................
            Maximum Lifetime Mortgage Interest Rate.........................
            Maximum Negative Amortization Amount............................
            MERS............................................................
             Mid-Month Receipt Period........................................
            Minimum Lifetime Mortgage Interest Rate.........................
            Month End Interest..............................................
            Month End Interest Shortfall....................................
            Monthly Accounting Reports......................................
            Monthly Payment.................................................
            Monthly Remittance..............................................
            Mortgage Interest Rate..........................................
            Mortgage Loan...................................................
            Mortgage Loan Documents.........................................
             Mortgage Loan Purchase Agreement................................
            Mortgage Note...................................................
            Mortgage Note Assumption Rider..................................
            Mortgage Pass-Through Certificates..............................
            Mortgaged Property..............................................
            Mortgagee.......................................................
            Net Mortgage Interest Rate......................................
            Non-Assigned Letter of Credit...................................
            Non-Recoverable Advance.........................................
            Notice of Periodic Adjustment...................................
             Officer.........................................................
            Officer's Certificate...........................................
            Opinion of Counsel..............................................
            Owner Mortgage Loan File........................................
            P&I Advance.....................................................
            Partial Liquidation Proceeds....................................
            Partial Liquidation Receipt Period..............................
            Partial Unscheduled Principal Receipt...........................
            Payment Adjustment Date.........................................
            Periodic Payment Cap............................................
             Periodic Rate Cap...............................................
            Person..........................................................
            PITI Funds......................................................
            PITI Loan.......................................................
            Pledge Holder...................................................
            Pledged Asset Mortgage Loan.....................................
            PMI Advance.....................................................
            Pool Insurance..................................................
            Pool Insurer....................................................
            Pooling and Servicing Agreement.................................
            Preliminary Title Report........................................
            Prepayment In Full..............................................
            Primary Mortgage Insurance......................................
            Primary Mortgage Insurer........................................
            Prior Month Receipt Period......................................
            Property Inspection Report......................................
            Prospectus......................................................
            Prudent Servicing Practices.....................................
            PUD (Planned Unit Development)..................................
            PUD Unit........................................................
            Purchase Price..................................................
            Rating Agency...................................................
            Real Estate Owned (REO).........................................
            Realized Loss...................................................
            Recovery........................................................
            Reference Bank..................................................
            Regulation AB...................................................
            Relevant Servicing Criteria.....................................
            REMIC...........................................................
            REMIC Provisions................................................
            Remittance Date.................................................
            Rents from Real Property........................................
            REO Disposition.................................................
            REO Disposition Period..........................................
            Reportable Event................................................
            Representing Party..............................................
            Retained Mortgage Loan File.....................................
            SAIF............................................................
            Sarbanes-Oxley Certification....................................
            Scheduled Principal Balance.....................................
            Securities Act..................................................
            Security Instrument.............................................
            Servicer........................................................
            Servicer Loan Mortgage Number...................................
            Servicer Mortgage Loan File.....................................
            Servicer Mortgage Loan Schedule.................................
            Servicing Criteria..............................................
            Servicing Fee...................................................
            Servicing Fee Percentage........................................
            Single Family Property..........................................
            Subcontractor...................................................
            Subservicer.....................................................
            Subsidy Funds...................................................
            Subsidy Loan....................................................
            Tangible Net Worth..............................................
            T&I Advance.....................................................
            Threshold Amount................................................
            Title Insurance.................................................
            Transfer of Ownership...........................................
            Trust...........................................................
            Trust Administrator.............................................
            Trustee.........................................................
            Type 1 Mortgage Loans...........................................
            Type 2 Mortgage Loans...........................................
            Unpaid Principal Balance........................................
            Unscheduled Principal Receipt...................................
            Value...........................................................
            Wells Fargo Bank................................................


                                  ARTICLE 2

                                 Construction

Section 2.1 Legal Construction.............................................
     2.1.1.     Compliance with Applicable Law..............................
     2.1.2.     Potential Conflict..........................................
     2.1.3.     Consistent Legal Compliance.................................
     2.1.4.     General Interpretive Rules..................................
     2.1.5.     Construction of Provisions..................................

Section 2.2 Servicer Practices.............................................

     2.2.1.     Prudent Servicing Practices.................................
     2.2.2.     Non-Discrimination Practices................................

Section 2.3 General Provisions.............................................
     2.3.1.     Servicer's Agreement........................................
     2.3.2.     Term of Agreement...........................................
     2.3.3.     Amended Mortgage Loan Schedule..............................
     2.3.4.     Assignment and Replacement..................................
     2.3.5.     Notices.....................................................
     2.3.6.     Change of Accountants.......................................



                                  ARTICLE 3

                               REMIC Compliance

Section 3.1 General........................................................
     3.1.1.     Applicability...............................................
     3.1.2.     Modifications of Mortgage...................................
     3.1.3.     Indemnification with Respect to Certain Taxes and Loss
               of REMIC Status.............................................

Section 3.2 REO Qualification..............................................
     3.2.1.     Foreclosure Property........................................
     3.2.2.     Foreclosure Property Qualification Restrictions.............
     3.2.3.     REO Disposition.............................................

Section 3.3 Prohibited Transactions and Activities.........................
     3.3.1.     Mortgage Loan Disposition Restriction.......................
     3.3.2.     Personal Property...........................................

Section 3.4 Eligible Investments...........................................
     3.4.1.     Custodial Account...........................................
     3.4.2.     Escrow Account..............................................


                                  ARTICLE 4

                           Servicer Considerations

Section 4.1 Servicer Eligibility Standards.................................
     4.1.1.     Regulatory Approvals and Licensing..........................
     4.1.2.     Net Worth and Portfolio Requirements........................
     4.1.3.     Auditor's Opinion; Other Annual Reports and Exchange Act
                Reporting...................................................
     4.1.4.     Use of Subservicers and Subcontractors......................
     4.1.5.     Servicing Experience........................................
     4.1.6.     Material Changes............................................

Section 4.2 Errors and Omissions Insurance.................................
     4.2.1.     E & O Requirement...........................................
     4.2.2.     E & O Scope.................................................
     4.2.3.     E & O Policy Maintenance....................................
     4.2.4.     E & O Deductible............................................
     4.2.5.     E & O Qualifications........................................

Section 4.3 Fidelity Bond Coverage.........................................
     4.3.1.     Fidelity Bond Requirement...................................
     4.3.2.     Fidelity Bond Coverage......................................
     4.3.3.     Fidelity Bond Scope.........................................
     4.3.4.     Fidelity Bond Maintenance...................................
     4.3.5.     Fidelity Bond Deductible....................................
     4.3.6.     Fidelity Bond Rating Requirement............................

Section 4.4 Servicer's Liability...........................................
     4.4.1.     Liability Exposure..........................................
     4.4.2.     Scope of Liability..........................................

Section 4.5 Indemnification................................................
     4.5.1.     Scope of Indemnity by Servicer..............................
     4.5.2.     Survival of Indemnity.......................................

Section 4.6 Servicer's Compensation; Indemnification.......................
     4.6.1.     Servicing Fee Amount........................................
     4.6.2.     Servicing Fee Source........................................
     4.6.3.     Indemnification of Servicer.................................


                                   ARTICLE 5

                        Representations and Warranties

Section 5.1 General........................................................
     5.1.1.     Reliance....................................................
      5.1.2.     Survival of Representations and Warranties..................
     5.1.3.     Breach of Representation or Warranty........................
     5.1.4.     Assignment of Representations and Warranties................

Section 5.2 Servicer Representations and Warranties........................
     5.2.1.     Qualification of Servicer...................................
     5.2.2.     Requisite...................................................
     5.2.3.     No Conflicts................................................
     5.2.4.     Enforceable Agreement.......................................
     5.2.5.     No Consents.................................................
     5.2.6.     Agency Approval.............................................
     5.2.7.     Financial Condition.........................................
     5.2.8.     Servicing Practices.........................................
     5.2.9.     No Impairment...............................................
     5.2.10.    No Inquiries................................................
     5.2.11.    No Performance Triggering Event.............................
     5.2.12.    No Termination..............................................
     5.2.13.    No Material Noncompliance...................................
     5.2.14.    Servicing Policies and Procedures...........................
     5.2.15.    No Affiliations.............................................
     5.2.16.    Legal or Governmental Proceedings...........................
     5.2.17.    Custodial and Escrow Accounts Current.......................
     5.2.18.    Insurance Maintenance.......................................


                                  ARTICLE 6

                             Custodial Accounting

Section 6.1 In General.....................................................
     6.1.1.     Custodial Account Establishment.............................
     6.1.2.     Custodial Account Separateness..............................
     6.1.3.     Custodial Account Maintenance...............................
     6.1.4.     Escrow Investment...........................................
     6.1.5.     Clearing Account............................................
     6.1.6.     Custodial Buydown Account...................................
     6.1.7.     Certificate Account.........................................
     6.1.8.     Custodial Subsidy Account...................................
     6.1.9.     Custodial PITI Account......................................

Section 6.2 Custodial P&I Account..........................................
     6.2.1.     Mandatory Deposits..........................................
     6.2.2.     Optional Deposits...........................................
     6.2.3.     Permissible Withdrawals.....................................
     6.2.4.     Account Beneficiary.........................................
     6.2.5.     Use of Accounts.............................................

Section 6.3 Custodial T&I Account..........................................
     6.3.1.     Mandatory Deposits..........................................
     6.3.2.     Permissible Withdrawals.....................................
     6.3.3.     Account Requirements........................................
     6.3.4.     Account Balance.............................................

Section 6.4 Eligible Account Investments...................................
     6.4.1.     Eligible Investments Permitted..............................
     6.4.2.     Eligible Investment Restrictions............................
     6.4.3.     Eligible Investment Income..................................
     6.4.4.     Eligible Investment Losses..................................
     6.4.5.     Eligible Investments Reports................................
     6.4.6.     Inter-Company Uses of Funds.................................


                                  ARTICLE 7

                           Mortgage Loan Accounting

Section 7.1 In General.....................................................
     7.1.1.     Mortgage Loan Accounting Practices..........................
     7.1.2.     Record Keeping..............................................
     7.1.3.     Record Review...............................................

Section 7.2 Mortgage Loan Records..........................................
     7.2.1.     Account Records.............................................
     7.2.2.     Account Record Information..................................
     7.2.3.     Accounting Practice.........................................
      7.2.4.     Access to Certain Documentation and Information
               Regarding the Mortgage Loans................................

Section 7.3 Accounting Procedures..........................................
     7.3.1.     Principal and Interest Computation..........................
     7.3.2.     Amortization Requirement....................................
     7.3.3.     Negative Amortization.......................................
     7.3.4.     Interest Calculations.......................................
     7.3.5.     Buydown Loans...............................................

Section 7.4 Application Procedure..........................................
     7.4.1.     Application Priority........................................
     7.4.2.     [Reserved]..................................................
     7.4.3.     Advance Payments............................................

Section 7.5 Curtailments...................................................
     7.5.1.     Curtailment Amount..........................................
     7.5.2.     Curtailment Application.....................................
     7.5.3.     Effect of Curtailment.......................................
     7.5.4.     Curtailment Transmission....................................

Section 7.6 Liquidations...................................................
     7.6.1.     Month End Interest..........................................
     7.6.2.     Liquidation Reports.........................................
     7.6.3.     Deposit of Funds............................................
     7.6.4.     Document Request............................................

Section 7.7 Realized Losses................................................
     7.7.1.     Liquidation Realized Loss Determination.....................
     7.7.2.     Bankruptcy Realized Loss Determination......................
     7.7.3.     Reporting Requirement.......................................
     7.7.4.     Servicer's Liability........................................


                                   ARTICLE 8

                                  ARM Loans

Section 8.1 ARM Loan Servicing.............................................
     8.1.1.     In General..................................................
     8.1.2.     Servicer's Liability........................................
     8.1.3.     Adjustment Reports..........................................
     8.1.4.     Substitute Index............................................

Section 8.2 Notice of Periodic Adjustment..................................
     8.2.1.     Notice Requirement..........................................
     8.2.2.     Notice Contents.............................................

Section 8.3 ARM Loan Conversion............................................
     8.3.1.     Servicer's Determination....................................
     8.3.2.     Purchase by Servicer........................................


                                  ARTICLE 9

                             Mortgage Loan Files

Section 9.1 Owner Mortgage Loan Files and Retained Mortgage Loan Files.....
     9.1.1.     Owner Mortgage Loan File and Retained Mortgage Loan File
               Requirements................................................
     9.1.2.     Custodian...................................................
     9.1.3.     Release of Documents from Owner Mortgage Loan File or
               Retained Mortgage Loan File.................................
     9.1.4.     Execution by Trustee........................................
     9.1.5.     Representing Party Officers' Certificate....................
     9.1.6.     Custodial Fees..............................................

Section 9.2 Servicer Mortgage Loan Files...................................
     9.2.1.     Servicer Mortgage Loan File Requirements....................
     9.2.2.     Servicer Mortgage Loan File Access..........................
     9.2.3.     Alternate Media.............................................

Section 9.3 Requisite Form.................................................
     9.3.1.     Form of Endorsements........................................
     9.3.2.     Form of Assignment..........................................


                                  ARTICLE 10

                                    Escrows

Section 10.1    Escrow Criteria.............................................
     10.1.1.    Escrow Requirement..........................................
     10.1.2.    Mortgage Loans without Escrow...............................

Section 10.2    Payment of Escrow Items.....................................
     10.2.1.    Escrow Payment Obligation...................................
     10.2.2.    Escrow Item Payments........................................
     10.2.3.    Escrow Fund Insufficiency...................................
     10.2.4.    Nonpayment Notice...........................................

Section 10.3    Escrow Fund Determination...................................
     10.3.1.    Escrow Funds Analysis.......................................
     10.3.2.    Escrow Fund Surplus.........................................
     10.3.3.    Escrow Fund Deficiency......................................

Section 10.4    Records.....................................................
     10.4.1.    Escrow Funds Records........................................
     10.4.2.    Escrow Obligations Records..................................

Section 10.5    Escrow Waiver...............................................
     10.5.1.    Waiver Conditions...........................................
     10.5.2.    Waiver Rescission...........................................


                                  ARTICLE 11

                      Collection and Servicing Practices

Section 11.1    General Servicing Requirements..............................
     11.1.1.    Servicing Practices.........................................
     11.1.2.    Tax Returns and Other Reports...............................
     11.1.3.    Servicer Internal Controls..................................
     11.1.4.    Pool Insurance Compliance...................................
     11.1.5.    Primary Mortgage Insurance Compliance.......................
     11.1.6.    Letter of Credit Compliance.................................

Section 11.2    Delegation of Duties........................................
     11.2.1.    Permissible Delegations.....................................
     11.2.2.    Delegee's Qualifications....................................
     11.2.3.    Responsibility for Costs....................................
     11.2.4.    Servicer's Liability........................................

Section 11.3    Due-on-Sale Clause Enforcement..............................
     11.3.1.    Enforcement Requirement.....................................
     11.3.2.    [Reserved]..................................................
     11.3.3.    Approval Requirement........................................
     11.3.4.    Exempt Transactions.........................................

Section 11.4    Assumptions.................................................
     11.4.1.    Assumption Requirements.....................................
     11.4.2.    Approval and Release........................................
     11.4.3.    Assumption Agreement Provided to Custodian..................
     11.4.4.    Assumption Fees.............................................
     11.4.5.    Disclosure Requirement......................................

Section 11.5    Partial Releases and Easements..............................
     11.5.1.    Prerequisites...............................................
     11.5.2.    Release or Modification of Lien.............................
     11.5.3.    Master Servicer's Approval..................................

Section 11.6    Recordation of Assignments..................................
     11.6.1.    Recordation Requirement.....................................
     11.6.2.    Extension of Recording Period...............................
     11.6.3.    Delivery Requirement........................................
     11.6.4.    Waiver of Recordation.......................................

Section 11.7    General Servicing Considerations............................
     11.7.1.    Abandonment.................................................
     11.7.2.    Buydown Funds...............................................
     11.7.3.    Maintenance of Records......................................
     11.7.4.    Eminent Domain..............................................
     11.7.5.    Late Charges................................................

Section 11.8    Borrower Bankruptcy.........................................
     11.8.1.    Servicer's Duty.............................................
     11.8.2.    Responsibility for Costs....................................
     11.8.3.    Challenge Bankruptcy Reductions.............................
     11.8.4.    Bankruptcy Adjustments......................................
     11.8.5.    Bankruptcy Plan Surveillance................................


                                   ARTICLE 12

                            Delinquency Management

Section 12.1    In General..................................................
     12.1.1.    Servicing Practices.........................................
     12.1.2.    Servicer's Capabilities.....................................
     12.1.3.    Servicing Objectives........................................
     12.1.4.    Servicer's Expenses.........................................

Section 12.2    Delinquency Servicing Procedures............................
     12.2.1.    Late Notice.................................................
     12.2.2.    Telephonic Inquiry..........................................
     12.2.3.    Notice of Default...........................................
      12.2.4.    Borrower Interview..........................................
     12.2.5.    Continuing Contacts.........................................
     12.2.6.    Property Inspection.........................................

Section 12.3    Relief of Borrowers.........................................
     12.3.1.    Servicer's Role.............................................
     12.3.2.    Servicer's Discretion.......................................
     12.3.3.    Relief Requirement..........................................
     12.3.4.    Primary Mortgage Insurance Considerations...................
     12.3.5.    Responsibility for Costs....................................
     12.3.6.    Forbearance Plan............................................
     12.3.7.    Accommodation Limitations...................................
     12.3.8.    Pool Insurance Considerations...............................

Section 12.4    Special Delinquency Servicing Considerations................
     12.4.1.    Advance Responsibility During Delinquency...................
     12.4.2.    Primary Mortgage Insurance Compliance.......................
     12.4.3.    Pool Insurance Compliance...................................

                                  ARTICLE 13

                           Foreclosure Administration

Section 13.1    Foreclosure Prerequisites...................................
     13.1.1.    Foreclosure/Alternative to Foreclosure Initiation...........
     13.1.2.    Foreclosure Expenses........................................
     13.1.3.    Hazardous Wastes............................................

Section 13.2    Deed-in-Lieu of Foreclosure.................................
     13.2.1.    Conditions..................................................
     13.2.2.    Subsequent Actions..........................................

Section 13.3    Actions Prior to Foreclosure................................
     13.3.1.    Notice Requirements.........................................
     13.3.2.    Initiation of Proceedings...................................
     13.3.3.    Short Sale of Defaulted Mortgage Loans in Lieu of
               Foreclosure.................................................

Section 13.4    Foreclosure Procedures......................................
     13.4.1.    Foreclosure Expenses........................................
     13.4.2.    Bidding Instructions........................................
     13.4.3.    Buydown Funds Use...........................................
     13.4.4.    Servicer's Responsibilities.................................
     13.4.5.    Conveyance Documents........................................

Section 13.5    Mortgage Loan Reinstatement.................................
     13.5.1.    Borrower's Full Payment.....................................
     13.5.2.    Borrower's Partial Payment..................................
     13.5.3.    Obligations upon Reinstatement..............................
     13.5.4.    Certain Assumptions Permitted...............................


                                   ARTICLE 14

                              REO Administration

Section 14.1    General Provisions..........................................
     14.1.1.    REO Action Plan.............................................

Section 14.2    REO Servicing...............................................
     14.2.1.    REO Servicing Requirements..................................
     14.2.2.    Servicer's Responsibilities.................................
     14.2.3.    [Reserved]..................................................

Section 14.3    REO Records and Reports.....................................
     14.3.1.    Records Retention...........................................
     14.3.2.    Evidence of Title...........................................
     14.3.3.    REO Expenses................................................
     14.3.4.    REO Documents...............................................

Section 14.4    REO Marketing...............................................
     14.4.1.    REO Marketing Efforts.......................................
     14.4.2.    REO Sales...................................................
     14.4.3.    Primary Mortgage Insurance Considerations...................
     14.4.4.    Master Servicer Instructions................................
     14.4.5.    Pool Insurance Considerations...............................

Section 14.5    REO Rehabilitation..........................................
     14.5.1.    REO Rehabilitation Requirement..............................
      14.5.2.    [Reserved]..................................................
     14.5.3.    Written Contractor Bids.....................................
     14.5.4.    Primary Mortgage Insurance Considerations...................

Section 14.6    REO Administration Failure..................................
     14.6.1.    Servicer Removal............................................
     14.6.2.    Servicer's Continuing Obligations...........................
     14.6.3.    Servicer's Duty to Compensate...............................


                                  ARTICLE 15

                        Insurance and Letter of Credit

Section 15.1    General Provisions..........................................
     15.1.1.    Insurance Requirements......................................
     15.1.2.    Uninsured Losses............................................
     15.1.3.    Servicer's Obligation to Maintain Insurance.................
     15.1.4.    Insurance Notices...........................................
     15.1.5.    Default by Insurer..........................................
     15.1.6.    Insurance Carrier Rating....................................
     15.1.7.    Insurance Carrier Licenses..................................
     15.1.8.    Risk Exposure...............................................
     15.1.9.    Evidence of Insurance.......................................

Section 15.2    Primary Mortgage Insurance..................................
     15.2.1.    Primary Mortgage Insurance Requirement......................
     15.2.2.    Primary Mortgage Insurance Coverage.........................
     15.2.3.    Primary Mortgage Insurer Downgrading........................
     15.2.4.    Primary Mortgage Insurance Cancellation.....................
     15.2.5.    Primary Mortgage Insurance Claims...........................

Section 15.3    Hazard Insurance............................................
     15.3.1.    Hazard Insurance Requirement................................
     15.3.2.    Hazard Insurance Coverage...................................
     15.3.3.    Hazard Insurance Deductible.................................
     15.3.4.    Hazard Insurance Vacancy Coverage...........................
     15.3.5.    Hazard Insurance Mortgagee Provisions.......................

Section 15.4    Flood Insurance.............................................
     15.4.1.    Flood Insurance Requirement.................................
     15.4.2.    Flood Insurance Coverage....................................
     15.4.3.    Flood Insurance Deductible..................................

Section 15.5    Title Insurance.............................................
     15.5.1.    Servicer's Obligations......................................
     15.5.2.    Policy Custody..............................................
     15.5.3.    Title Insurance Claims......................................

Section 15.6    Insurance Loss Settlements..................................
     15.6.1.    Settlement Approval.........................................
      15.6.2.    Settlement Disbursements....................................
     15.6.3.    Settlement Funds............................................
     15.6.4.    Settlement Notice...........................................
     15.6.5.    Continuing Coverage.........................................
     15.6.6.    Property Inspections........................................

Section 15.7    Letters of Credit...........................................
     15.7.1.    Letter of Credit Draws......................................
     15.7.2.    Draws in the Event of Servicer Termination..................


                                  ARTICLE 16

                        Condominium and PUD Insurance

Section 16.1    General Provisions..........................................
     16.1.1.    Applicability...............................................
     16.1.2.    Premiums....................................................
     16.1.3.    Deductible Reserves.........................................
     16.1.4.    Name of Insured.............................................
     16.1.5.    Mortgagee Clause............................................
     16.1.6.    Reconstruction Coverage.....................................

Section 16.2    Common Area Multiple Peril Insurance........................
     16.2.1.    Common Area Multiple Peril Insurance Requirement............
     16.2.2.    Common Area Multiple Peril Insurance Coverage...............
     16.2.3.    Common Area Multiple Peril Insurance Deductible.............
     16.2.4.    Boiler and Machinery Coverage...............................

Section 16.3    Blanket Hazard Insurance....................................
     16.3.1.    Blanket Hazard Insurance Requirement........................
     16.3.2.    Blanket Hazard Insurance Coverage...........................
     16.3.3.    Blanket Hazard Insurance Deductible.........................

Section 16.4    Common Area Comprehensive General Liability (CGL)
               Insurance...................................................
     16.4.1.    Common Area CGL Insurance Requirement.......................
     16.4.2.    Common Area CGL Insurance Coverage..........................

Section 16.5    Owners' Association Fidelity Insurance......................
      16.5.1.    Owners' Association Fidelity Insurance Requirement..........
     16.5.2.    Owners' Association Fidelity Insurance Coverage.............

Section 16.6    Blanket Flood Insurance.....................................
     16.6.1.    Blanket Flood Insurance Requirement.........................
     16.6.2.    Blanket Flood Insurance Coverage............................
     16.6.3.    Blanket Flood Insurance Deductible..........................


                                  ARTICLE 17

                                    Advances

Section 17.1    Principal and Interest Advances.............................
     17.1.1.    P&I Advance Requirement.....................................
     17.1.2.    P&I Advance Limitation......................................
     17.1.3.    P&I Advance Recovery........................................
     17.1.4.    Advance During Bankruptcy and Foreclosure...................

Section 17.2    Foreclosure Advances........................................
     17.2.1.    Foreclosure Advance Requirement.............................
     17.2.2.    Foreclosure Advance Limitation..............................
     17.2.3.    Foreclosure Advance Recovery................................
     17.2.4.    Foreclosure Advance Records.................................

Section 17.3    Tax & Insurance Advances....................................
     17.3.1.    T&I Advance Requirement.....................................
     17.3.2.    T&I Advance Recovery........................................
     17.3.3.    T&I Advance Limitation......................................
     17.3.4.    Advance During Bankruptcy and Foreclosure...................

Section 17.4    Non-Recoverable Advances....................................
     17.4.1.    Ordinary Recovery...........................................
     17.4.2.    Final Recovery..............................................
     17.4.3.    Non-Recoverable Advance Determination.......................

Section 17.5    Failure to Advance..........................................
     17.5.1.    Grounds for Termination.....................................
     17.5.2.    Servicer Reimbursement......................................
     17.5.3.    Servicer Notification.......................................

Section 17.6    Rehabilitation Advance......................................
     17.6.1.    Rehabilitation Advance Requirement..........................
     17.6.2.    Rehabilitation Advance Limitation...........................
     17.6.3.    Rehabilitation Advance Recovery.............................

Section 17.7    PMI Advances................................................
     17.7.1.    PMI Advance Option..........................................


                                  ARTICLE 18

                             Reporting Requirements

Section 18.1    Monthly Accounting Reports..................................
     18.1.1.    Monthly Accounting Report Requirement.......................
     18.1.2.    Monthly Accounting Report Elements..........................
     18.1.3.    Automated Reports...........................................
     18.1.4.    Electronic Reporting........................................
     18.1.5.    Machine Readable Records....................................

Section 18.2    Account Reconciliations.....................................
     18.2.1.    Reconciliation Preparation..................................
     18.2.2.    Account Records.............................................

Section 18.3    Monthly Remittance Requirements.............................
     18.3.1.    Remittance of Funds.........................................
     18.3.2.    Servicer Compensation.......................................


                                  ARTICLE 19

                    Transfers and Termination of Servicing

Section 19.1    Transfer of Servicing.......................................
     19.1.1.    Transfer Prohibition........................................
     19.1.2.    Transfer Request............................................
     19.1.3.    Servicer Liability..........................................
     19.1.4.    Master Servicer's Determination.............................

Section 19.2    Termination of Servicing....................................
     19.2.1.    Grounds for Termination.....................................
     19.2.2.    Trustee Notification........................................
     19.2.3.    Servicer Termination........................................
     19.2.4.    Consequences of Termination.................................
     19.2.5.    Effect of Termination.......................................
     19.2.6.    Custodial Account Threshold Reduction.......................
     19.2.7.    Expenses of Termination.....................................


                                  ARTICLE 20

                           Miscellaneous Provisions

Section 20.1    Amendments..................................................
     20.1.1.    Unilateral Authority........................................
     20.1.2.    Consensual Amendment........................................
     20.1.3.    Trustee Notification........................................
     20.1.4.    Trustee Disapproval.........................................

Section 20.2    General Construction........................................
     20.2.1.    Binding Nature..............................................
     20.2.2.    Entire Agreement............................................
     20.2.3.    Governing Law...............................................
     20.2.4.    Indulgences Not Waivers.....................................
     20.2.5.    Titles Not to Affect Interpretation.........................
     20.2.6.    Provisions Severable........................................
     20.2.7.    Servicer an Independent Contractor..........................
     20.2.8.    Third Party Beneficiary.....................................
     20.2.9.    Counterparts................................................

Section 20.3    Regulation AB Compliance; Intent of Parties;
               Reasonableness..............................................

EXHIBIT A          Wells Fargo & Company Master Guarantee Agreement Regarding
                  Custodial P&I Account Funds
EXHIBIT B          Form of Annual Certification
EXHIBIT C          Subservicer Information

<PAGE>

            This Servicing Agreement, made as of this 29th day of August, 2007
(the "Agreement"), between Wells Fargo Bank, N.A., a national banking
association (the "Servicer") and Wells Fargo Bank, N.A., a national banking
association, (the "Master Servicer"), recites and provides as follows:

                                    RECITALS

            WHEREAS, the Servicer is engaged in the business of servicing
residential mortgage loans and the Servicer desires to be retained to service
the Mortgage Loans identified on the Servicer Mortgage Loan Schedule subject to
and in accordance with the terms of this Agreement; and

            WHEREAS, the Master Servicer, acting pursuant to the Pooling and
Servicing Agreement related to the Wells Fargo Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2007-12, will supervise, monitor and
oversee the performance of the Servicer under this Agreement.

            NOW THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Servicer and the Master Servicer agree as follows:

                                    ARTICLE 1

                                   Definitions

            Section 1.1 Definitions.

            ACH: Automated Clearing House.

            Additional Form 10-D Disclosure: As defined in the Pooling and
Servicing Agreement.

            Additional Form 10-K Disclosure: As defined in the Pooling and
Servicing Agreement.

            Adjusted Tangible Net Worth: As of the date of determination
thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent
(1%) of the amount of Servicer's servicing portfolio, as determined by the
Master Servicer in the Master Servicer's reasonable discretion.

            Administration Disclosure: With respect to a Pledged Asset Mortgage
Loan, the Pledged Asset Mortgage Loan Administration and Information Sharing
Disclosure and Acknowledgment executed by the related Borrower.

            Advance: Any payment made with respect to a Mortgage Loan or the
related Mortgaged Property by the Servicer from its own funds made in the nature
of an advance pursuant to the provisions of this Agreement.

            Affiliate: Any person or entity controlling, controlled by or under
common control with a specified entity. The term "control" means the power to
direct the management and policies of a person or entity, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise. "Controlling" and "controlled" shall have meanings correlative to the
foregoing.

            Amounts Held for Future Distribution: As to any Remittance Date,
amounts on account of (i) all Unscheduled Principal Receipts received after the
last day of the Applicable Unscheduled Principal Receipt Period ending in the
month of such Remittance Date and all related payments of interest on such
principal prepayments and amounts received from the Servicer or a Representing
Party in the month of such Remittance Date as the Purchase Price for any
repurchased Mortgage Loan and (ii) payments which represent early receipt of
scheduled payments of principal and interest due on a date or dates subsequent
to the related Due Date.

            Applicable Unscheduled Principal Receipt Period: With respect to the
Type 1 Mortgage Loans and both Full Unscheduled Principal Receipts and Partial
Unscheduled Principal Receipts, the Mid-Month Receipt Period. With respect to
the Type 2 Mortgage Loans and both Full Unscheduled Principal Receipts and
Partial Unscheduled Principal Receipts, the Prior Month Receipt Period.

            Appraisal Report: A report setting forth the fair market value of a
Mortgaged Property as determined by an appraiser who, at the time the appraisal
was conducted, met the minimum qualifications of FNMA and FHLMC for appraisers
of conventional residential mortgage loans.

            ARM Loan: A Mortgage Loan, if any, the Mortgage Interest Rate of
which is subject to periodic adjustment in accordance with the terms of the
related Mortgage Note.

            Assigned Letter of Credit: A Letter of Credit related to a Pledged
Asset Mortgage Loan originated on or after June 14, 2002 where the named
beneficiary has been changed from Wells Fargo Bank to the Trustee.

            Assignment: The document which transfers all the rights of the
secured party pursuant to a Security Instrument to a transferee for valid
consideration.

            Assumption: The process whereby, on sale or transfer of a legal or
beneficial interest in a Mortgaged Property, the new owner of such Mortgaged
Property becomes legally obligated under the terms of the related existing
Security Instrument, Mortgage Note and any addenda and riders to such Security
Instrument or Mortgage Note. Subsequent to the Assumption, the new owner of the
property shall be deemed to be the Borrower under the related Mortgage Loan
Documents.

            Balloon Amount: The remaining principal balance to be paid at
maturity of a Balloon Loan by the related Borrower pursuant to the terms of the
related Mortgage Note.

            Balloon Loan: A Mortgage Loan, if any, which amortizes its principal
payments over a period which is longer than the stated maturity of such Mortgage
Loan pursuant to the terms of the related Mortgage Note so as to require the
payment of the Balloon Amount at maturity in order to retire the Mortgage Loan.

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

            BIF: The Bank Insurance Fund.

            Borrower: The individual obligated to repay a Mortgage Loan. (The
Borrower may be the beneficiary or beneficiaries of an Illinois land trust when
the Mortgaged Property is located in Illinois.)

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

            Buydown Agreement: An agreement governing the application of Buydown
Funds with respect to a Mortgage Loan.

            Buydown Funds: Money advanced by a builder, seller or other
interested party to reduce a Borrower's Monthly Payment during the initial years
of a Mortgage Loan.

            Certificate Account: A segregated custodial account established by
the Master Servicer into which the Servicer shall remit funds from the related
Custodial P&I Account.

            Certificates: As defined in the Pooling and Servicing Agreement.

            Certificateholders: As defined in the Pooling and Servicing
Agreement.

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

            Commission: The United States Securities and Exchange Commission.

            Condominium Project: Real estate including the separate ownership in
fee, or on a satisfactory leasehold estate, of a particular residential unit
with an indivisible interest in the real estate designated for common ownership
strictly by unit owners.

            Condominium Unit: A Single Family Property within a Condominium
Project.

            Converted Mortgage Loan: An ARM Loan with respect to which the
Borrower has complied with the applicable requirements of the related Mortgage
Note to convert the related Mortgage Interest Rate to a fixed rate of interest,
and the Servicer has processed such conversion.

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

            Current Value: The appraised value of the related Mortgaged Property
(a) from an Appraisal Report conducted within six (6) months of the use of such
value under this Agreement or (b) determined by such other method acceptable to
the Master Servicer.

            Curtailment: A partial prepayment by the Borrower of principal on a
Mortgage Loan that otherwise is current, which prepayment is not accompanied by
an amount representing the full amount of scheduled interest due on the related
Mortgage Loan.

            Custodial Agreement: As defined in the Pooling and Servicing
Agreement.

            Custodial Buydown Account: An account maintained by the Servicer
specifically to hold all Buydown Funds to be applied to individual Mortgage
Loans.

            Custodial PITI Account: An account maintained by the Servicer
specifically to hold all PITI Funds to be applied to individual Mortgage Loans.

            Custodial Principal and Interest (P&I) Account: An account
maintained by the Servicer, specifically for the collection of principal and
interest, Insurance Proceeds, Liquidation Proceeds and other amounts received
with respect to Mortgage Loans.

            Custodial Subsidy Account: An account maintained by the Servicer
specifically to hold all Subsidy Funds to be applied to individual Mortgage
Loans.

            Custodial Taxes and Insurance (T&I) Account: An account maintained
by the Servicer, specifically for the payment of real estate tax assessments and
insurance premiums in respect of Mortgaged Property related to Mortgage Loans.

            Custodian: The Corporate Trust Services division of Wells Fargo Bank
or its successor in interest under the Custodial Agreement.

            Cut-Off Date: As specified in Article XI of the Pooling and
Servicing Agreement.

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

            Deficient Valuation: With respect to any Mortgage Loan the related
Mortgaged Property of which is involved in a bankruptcy proceeding, the
reduction by the bankruptcy court of the Unpaid Principal Balance of the
Mortgage Note.

            Delinquency/Delinquent: A Delinquency with respect to a Mortgage
Loan occurs, or a Mortgage Loan is Delinquent when all or part of a Borrower's
Monthly Payment or, where applicable, an Escrow Item is paid after the
applicable Due Date. For reporting purposes, a Delinquency that remains uncured
for 30 days or more, but less than 60 days, is considered a 30-day Delinquency.
A Delinquency that has been uncured for more than 60 days, but less than 90
days, is considered a 60-day Delinquency. A Delinquency that has been uncured
for 90 days or more is considered a 90-day Delinquency. The foregoing shall be
determined based on an assumption of a year comprised of twelve 30-day months.

            Depositor: Wells Fargo Asset Securities Corporation.

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

            Directly Operate: With respect to any REO, the direct or indirect
furnishing or rendering of services to the tenants thereof, management or
operation of such REO, the holding of such REO primarily for sale to customers,
performance of any construction work thereon or any use of such REO in a trade
or business, in each case other than with the approval of the Master Servicer;
provided, however, that the Servicer shall not be considered to Directly Operate
an REO solely because it establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to
repairs or capital expenditures with respect to such REO.

            Distribution Date: As defined in the Pooling and Servicing
Agreement.

            Document Transfer Date: As defined in the Pooling and Servicing
Agreement.

            Document Transfer Event: As defined in the Pooling and Servicing
Agreement.

            Due Date: With respect to a Mortgage Loan, the day of each month on
which a Monthly Payment and, where applicable, any Escrow Funds payment is due
as stated in the related Mortgage Note. The Due Date for all Mortgage Loans
shall be the first day of each month.

            Due-On-Sale Clause: The clause in a Security Instrument requiring
the payment of the Unpaid Principal Balance of the related Mortgage Loan upon
the sale of, or the transfer of an interest in, the related Mortgaged Property.

            Eligible Account: As defined in the Pooling and Servicing Agreement.

            Eligible Custodial P&I Account: As defined in Section 6.1.2.

            Eligible Investments: As defined in the Pooling and Servicing
Agreement.

            Errors and Omissions Policy: An insurance policy naming the Trustee,
its successors and assigns as loss payees relative to losses caused by errors or
omissions of the Servicer and its personnel, including, but not limited to
losses caused by the failure to pay insurance premiums or taxes, to record or
perfect liens, to effect valid transfers of Mortgage Notes, or to properly
service Mortgage Loans.

            Escrow Funds: All funds collected with respect to a Mortgage Loan by
the Servicer to cover related Escrow Items according to the provisions of this
Agreement.

            Escrow Item: An expense required to be paid by a Borrower under the
related Security Instrument including, without limitation, taxes, special
assessments, ground rents, water, sewer and other governmental impositions or
charges that are or may become liens on the related Mortgaged Property prior to
that of the related Security Instrument, as well as Hazard Insurance, Flood
Insurance and Primary Mortgage Insurance premiums.

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

            FDIC: Federal Deposit Insurance Corporation and its successors.

            FHA: The Federal Housing Administration and its successors.

            FHLMC: Federal Home Loan Mortgage Corporation and its successors.

             Fidelity Bond: An insurance policy naming the Trustee, its
successors and assigns as loss payees relative to losses caused by improper or
unlawful acts of the Servicer's personnel.

            Final Title Condition Report. A title condition report issued by
American Land Title Company, Inc., a wholly-owned subsidiary of the Servicer,
evidencing that according to the records of the county in which the Mortgaged
Property is located, the Security Instrument is a valid first lien on the
related Mortgaged Property subject only to permitted encumbrances.

            Flood Insurance: An insurance policy insuring against flood damage
to a Mortgaged Property, where required.

            FNMA: Federal National Mortgage Association and its successors.

             Form 8-K: As defined in the Pooling and Servicing Agreement.

            Form 8-K Disclosure Information: As defined in the Pooling and
Servicing Agreement.

            Form 10-D: As defined in the Pooling and Servicing Agreement.

            Form 10-K: As defined in the Pooling and Servicing Agreement.

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

            GNMA: Government National Mortgage Association and its successors.

            GPM (or GPARM) Loan: A fixed rate Mortgage Loan or ARM Loan, if any,
that provides during a portion of its term that the interest portion of the
Monthly Payment on such Mortgage Loan shall be less than the full amount of
interest due on such Mortgage Loan based on the related Mortgage Interest Rate.

            Gross Margin: With respect to each ARM Loan, the fixed percentage
specified in the related Mortgage Note that is added to the applicable Index on
each Interest Adjustment Date to determine the new Mortgage Interest Rate for
such ARM Loan.

            Hazard Insurance: A fire and casualty extended coverage insurance
policy insuring against loss or damage from fire and other perils covered within
the scope of standard extended hazard coverage naming the Servicer, its
successors and assigns, as a mortgagee under a standard mortgagee clause,
together with all riders and endorsements thereto.

            HUD: The United States Department of Housing and Urban Development
and its successors.

            Index: With respect to each ARM Loan, the applicable index specified
in the related Mortgage Note that is added to the related Gross Margin on each
Interest Adjustment Date to determine the new Mortgage Interest Rate for such
ARM Loan.

            Insurance Policy: Any insurance policy for a Mortgage Loan required
hereunder, including, without limitation, Primary Mortgage Insurance, Hazard
Insurance, Flood Insurance, Pool Insurance and Title Insurance policies.

            Insurance Proceeds: Proceeds from an Insurance Policy, other than
such proceeds which are applied by the Borrower or held to be applied by the
Borrower to the restoration of the related Mortgaged Property.

            Interest Adjustment Date: With respect to each ARM Loan, the date on
which the related Mortgage Interest Rate changes in accordance with the terms of
such Mortgage Note, the first of which is set forth in such Mortgage Note and on
the respective Servicer Mortgage Loan Schedule.

            Letter of Credit: With respect to a Pledged Asset Mortgage Loan, a
letter of credit issued by the Pledge Holder which may be drawn on by the
Servicer in the event that the related Pledged Asset Mortgage Loan continues in
default for 90 days.

            Liquidation: Application of full payment to a Mortgage Loan which
results in the release of the lien of the related Security Instrument on any
related Mortgaged Property, whether through foreclosure and sale of the related
REO, condemnation, prepayment in full or otherwise, or the realization of all
sums from the final disposition of the related REO, provided that when a PMI
Advance is made with respect to a Mortgage Loan, for purposes of Sections 7.6,
7.7, 18.1 and 18.3, the Liquidation of a Mortgage Loan will be deemed to have
occurred upon the application of all payments to the Mortgage Loan other than
the Primary Mortgage Insurance proceeds covered by such PMI Advance.

            Liquidation Proceeds: The amount received or advanced by the
Servicer which ultimately relates to the Liquidation of a Mortgage Loan,
including any PMI Advances and amounts received by drawing on a Letter of Credit
in connection with the Liquidation of a Mortgage Loan.

            Liquidation Profits: As defined in the Pooling and Servicing
Agreement.

            Loan Originator: The entity that closes a Mortgage Loan in its own
name.

            Loan-to-Value (LTV): The ratio that results when the Unpaid
Principal Balance of a Mortgage Loan is divided by the Value of the related
Mortgaged Property.

            Lost Note Affidavit: An affidavit executed by an Officer of the
Servicer identifying the applicable Mortgage Note, stating that such Mortgage
Note has not been located after a thorough and diligent search and agreeing to
indemnify the purchaser of the Mortgage Loan against any loss from the
unavailability of the original Mortgage Note. Attached to such affidavit shall
be a true and correct copy of the original Mortgage Note.

            Master Servicer: Wells Fargo Bank or any successors or assigns.
Initially, the maser servicing function will be performed by the Corporate Trust
Services division of Wells Fargo Bank.

            Master Servicer Loan Number: A unique number assigned by the Master
Servicer to each Mortgage Loan set forth in the Servicer Mortgage Loan Schedule.

             Maximum Lifetime Mortgage Interest Rate: With respect to each ARM
(or GPARM) Loan, the interest rate set forth in the related Mortgage Note as the
maximum Mortgage Interest Rate thereunder.

            Maximum Negative Amortization Amount: With respect to any Mortgage
Loan that provides for negative amortization, the maximum principal balance
which is permitted under the terms of the related Mortgage Note.

            MERS: Mortgage Electronic Registration Systems, Inc. or its
designee.

             Mid-Month Receipt Period: With respect to each Remittance Date, the
one month period beginning on the Determination Date occurring in the calendar
month preceding the month in which such Remittance Date occurs and ending on the
day preceding the Determination Date immediately preceding such Remittance Date.

            Minimum Lifetime Mortgage Interest Rate: With respect to each ARM
Loan, the interest rate set forth in the related Mortgage Note as the minimum
Mortgage Interest Rate thereunder, if any.

            Month End Interest: In the event that any Prepayments in Full of any
Mortgage Loans are received by the Servicer after the Applicable Unscheduled
Principal Receipt Period in the month in which such prepayments occurred, the
lesser of (i) the aggregate of the difference for each such Mortgage Loan
between the interest payment that would have been paid on such Mortgage Loan
that was prepaid through the last day of the month in which such prepayment
occurred and the interest payment actually received by the Servicer on such
Mortgage Loan that was prepaid and (ii) the product of 1/12th of 0.20% and the
aggregate of the Scheduled Principal Balance of all the Mortgage Loans serviced
hereunder.

            Month End Interest Shortfall: The excess of the amount described in
clause (i) of the definition of Month End Interest over the amount described in
clause (ii) of the definition thereof.

            Monthly Accounting Reports: The reports due from the Servicer on a
monthly basis (in the case of Type 2 Mortgage Loans, due no later than the tenth
calendar day of the month, or the preceding Business Day if the tenth day is not
a Business Day and, in the case of Type 1 Mortgage Loans, due no later than the
18th calendar day of the month, or the preceding Business Day if the 18th day is
not a Business Day) relative to all Mortgage Loans serviced by the Servicer,
which reports are required to be submitted to the Master Servicer.

            Monthly Payment: With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest due in the applicable month under the
terms of the related Mortgage Note.

            Monthly Remittance: The Servicer's aggregate payment due each month
to the Certificate Account as specified in Section 18.3.1.

            Mortgage Interest Rate: The interest rate payable by the Borrower on
a Mortgage Loan according to the terms of the Mortgage Note which, in the case
of ARM Loans, may be adjusted periodically as provided in such Mortgage Note.

            Mortgage Loan: A mortgage loan identified on the Servicer Mortgage
Loan Schedule. "Mortgage Loan" includes all of the Trustee's right, title and
interest in and to such Mortgage Loan, including, without limitation, the
related Mortgage Loan Documents and all other material and information collected
by the Servicer in connection with the Mortgage Loan including Monthly Payments,
Liquidation Proceeds, Insurance Proceeds and all other rights, benefits and
proceeds arising from or in connection with such Mortgage Loan.

            Mortgage Loan Documents. With respect to a Mortgage Loan, the
documents to be delivered to the Custodian pursuant to Section 2.01 of the
Pooling and Servicing Agreement, and all other documents described in Article 9
hereof.

             Mortgage Loan Purchase Agreement: As defined in the Pooling and
Servicing Agreement.

            Mortgage Note: A manually executed written instrument evidencing the
related Borrower's promise to repay a stated sum of money, plus interest, to the
related Loan Originator by a specific date according to a schedule of monthly
principal and interest payments.

            Mortgage Note Assumption Rider: A rider attached to a Mortgage Note
which states the terms upon which an Assumption may occur, including, but not
limited to, consent in writing by the insurer under any Primary Mortgage
Insurance Policy with respect to the related Mortgage Loan.

            Mortgage Pass-Through Certificates: The specific series of Wells
Fargo Asset Securities Corporation, mortgage pass-through certificates specified
on page 1 of this Agreement.

            Mortgaged Property: Land, improvements thereon and other property
subject to the lien of a Security Instrument, which may include Co-op Shares or
residential long-term leases, securing repayment of the debt evidenced by the
related Mortgage Note.

            Mortgagee: The secured party to which a Security Instrument
initially grants a lien on the related Mortgaged Property.

            Net Mortgage Interest Rate: With respect to a Mortgage Loan, the
difference between (a) the Mortgage Interest Rate on such Mortgage Loan and (b)
the Servicing Fee Percentage.

            Non-Assigned Letter of Credit: A Letter of Credit where the named
beneficiary is Wells Fargo Bank.

             Non-Recoverable Advance: Any amount previously advanced by the
Servicer with respect to a Mortgage Loan which the Servicer has determined,
pursuant to the terms of this Agreement, not to be recoverable from Insurance
Proceeds, Liquidation Proceeds or other payments with respect to such Mortgage
Loan.

            Notice of Periodic Adjustment: With respect to each ARM Loan, a
notice provided to the Borrower of any changes or adjustments to the related
Mortgage Interest Rate or the related Monthly Payment.

            Officer: An officer of a corporation or a principal of a
partnership, who is authorized to execute documents on behalf of his corporation
or partnership, respectively.

            Officer's Certificate: A certificate signed by the Chairman of the
Board or a Vice President or an Assistant Vice President and certified by the
Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Servicer, and delivered to the Master Servicer as required by
this Agreement.

            Opinion of Counsel: A written opinion of counsel, reasonably
acceptable in form and substance to the Master Servicer, and who may be in-house
or outside counsel to the Servicer but which must be Independent outside counsel
with respect to any such opinion of counsel concerning the taxation, or status
for tax purposes, of the Trustee.

            Owner Mortgage Loan File: With respect to each Mortgage Loan, a file
maintained by the Custodian for such Mortgage Loan, which file contains the
documents specified in Section 2.01(a) of the Pooling and Servicing Agreement,
as well as any other documents required to be added to the Owner Mortgage Loan
File pursuant to the Pooling and Servicing Agreement.

            P&I Advance: An advance by the Servicer of any principal and
interest payments not timely paid by the related Borrower (other than with
respect to a Balloon Loan, any amounts of principal payments in respect of
Balloon Amounts) to ensure that there are sufficient funds to cover the Monthly
Remittance on each Remittance Date.

            Partial Liquidation Proceeds: As to any Remittance Date, Liquidation
Proceeds received by the Servicer on a Mortgage Loan during the related Partial
Liquidation Receipt Period other than those Liquidation Proceeds received during
such Partial Liquidation Receipt Period which result from the complete and final
Liquidation of such Mortgage Loan.

            Partial Liquidation Receipt Period: As to any Remittance Date, the
period from and including the Determination Date occurring in the month
preceding the month of such Remittance Date (or, in the case of the first
Remittance Date, from and including the Cut-off Date) to but not including the
Determination Date occurring in the month of such Remittance Date.

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

            Payment Adjustment Date: With respect to each ARM Loan, the date on
which the Borrower's Monthly Payment changes in accordance with the terms of the
related Mortgage Note.

            Periodic Payment Cap: With respect to an ARM Loan, the limit on the
percentage increase that may be made on the related Monthly Payment on any
Payment Adjustment Date, as set forth in the related Mortgage Note.

            Periodic Rate Cap: With respect to an ARM Loan, the limit, expressed
as incremental percentage points, on the increase or decrease that may be made
to the related Mortgage Interest Rate on any Interest Adjustment Date from such
Mortgage Interest Rate immediately prior to such Interest Adjustment Date, as
set forth in the related Mortgage Note.

            Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust or unincorporated organization.

            PITI Funds: Funds contributed by a builder on behalf of a Borrower
in order to reduce the payments required from the Borrower for a specified
period in specified amounts.

            PITI Loan: A Mortgage Loan, if any, as to which a builder makes
payments of principal, interest, taxes and/or insurance on behalf of the
Borrower for a specified period of time.

            Pledge Holder: The entity which issued a Letter of Credit.

            Pledged Asset Mortgage Loan : A Mortgage Loan as to which, at the
time of origination, a Letter of Credit was issued in favor of the initial
holder of such Mortgage Loan.

            PMI Advance: As defined in Section 17.7.1.

            Pool Insurance: An insurance policy insuring against certain credit
risk losses on certain Mortgage Loans up to a certain amount.

            Pool Insurer: With respect to any Mortgage Loan, the insurer under
the Pool Insurance policy relating to such Mortgage Loan.

            Pooling and Servicing Agreement: The pooling and servicing agreement
among Wells Fargo Asset Securities Corporation, as depositor, Wells Fargo Bank,
N.A., as master servicer, the Trustee, and, if applicable, the Trust
Administrator, relating to the issuance of the Mortgage Pass-Through
Certificates.

            Preliminary Title Report: A report issued by a title insurance
company in anticipation of issuing a Title Insurance policy which evidences
existing liens and gives a preliminary opinion as to the absence of any
encumbrance on title to a Mortgaged Property, except liens to be removed on or
before purchase or refinance, as the case may be, by the Borrower and Permitted
Encumbrances.

            Prepayment In Full: With respect to any Mortgage Loan, any payment
by the Borrower in the amount of the outstanding principal balance of such
Mortgage Loan which is received in advance of its Due Date and is not
accompanied by an amount representing scheduled interest for any period
subsequent to the date of prepayment.

            Primary Mortgage Insurance: Insurance obtained from a Primary
Mortgage Insurer which insures the holder of a Mortgage Note against loss in the
event the related Borrower defaults under such Mortgage Note or the related
Security Instrument, including all riders and endorsements thereto.

            Primary Mortgage Insurer: With respect to any Mortgage Loan, the
insurer under the Primary Mortgage Insurance policy relating to such Mortgage
Loan.

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

            Property Inspection Report: A report, submitted by the Servicer to
the Master Servicer, describing the related Mortgaged Property.

             Prospectus: As defined in the Pooling and Servicing Agreement.

            Prudent Servicing Practices: Such practices observed generally by
servicers in discharging their servicing obligations in a prudent manner in
accordance with industry standards for mortgage loans similar to the Mortgage
Loans.

            PUD (Planned Unit Development): A parcel of real estate that
contains property and improvements owned and maintained by a homeowners'
association, corporation or trust for the enjoyment and use of individual PUD
Unit owners within that parcel of land. The shared portions of the parcel are
known as common property.

            PUD Unit: A single family residential property within a PUD.

            Purchase Price: With respect to any Mortgage Loan required to be
purchased by the Servicer pursuant to Section 5.1.3 or Section 8.3.2 hereof, an
amount equal to (a) the Unpaid Principal Balance of the Mortgage Loan, plus (b)
accrued interest thereon at the Mortgage Interest Rate through the last day of
the month in which the purchase occurs, and, if the Servicer is the entity
paying the Purchase Price, minus (c) any unreimbursed advances of principal and
interest made by the Servicer on such Mortgage Loan and any outstanding
Servicing Fee owed with respect to such Mortgage Loan. Further, in connection
with any such purchase of a Mortgage Loan as a result of a breach of a
representation or warranty under this Agreement, the Servicer shall provide the
Trustee with an indemnity, in form and substance satisfactory to the Master
Servicer, against additional costs, expenses and taxes arising out of the
repurchase. With respect to any Mortgage Loan purchased or repurchased from the
Trustee pursuant to an agreement other than this Agreement, the purchase price
specified in such other agreement.

            Rating Agency: As defined in the Pooling and Servicing Agreement.

            Real Estate Owned (REO): Any Mortgaged Property the title to which
is acquired on behalf of the Trustee through foreclosure, deed-in-lieu of
foreclosure, abandonment or reclamation from bankruptcy in connection with a
defaulted Mortgage Loan.

            Realized Loss: As to any defaulted Mortgage Loan, any loss realized
by the Trustee of such Mortgage Loan as calculated pursuant to Section 7.7
hereof.

            Recovery : As defined in the Pooling and Servicing Agreement.

            Reference Bank: Wells Fargo Bank, N.A. or if such entity is no
longer lending money or no longer quoting a prime rate, such other entity as the
Master Servicer may specify by written notice to the Servicer.

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

            Relevant Servicing Criteria: The Servicing Criteria applicable to
the Servicer, as set forth on Exhibit R to the Pooling and Servicing Agreement.
For clarification purposes, multiple parties can have responsibility for the
same Relevant Servicing Criteria. With respect to a Subcontractor or Subservicer
engaged by the Servicer, the term "Relevant Servicing Criteria" refers to the
portion of the Relevant Servicing Criteria applicable to the Servicer insofar as
the functions required to be performed by the Servicer are to be performed by
the Subcontractor or Subservicer, as applicable.

            REMIC: The segregated pool or pools of assets designated as one or
more real estate mortgage investment conduits, within the meaning of the REMIC
Provisions, pursuant to the Pooling and Servicing Agreement.

            REMIC Provisions: The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of the Code, and related provisions, and regulations and
rulings promulgated thereunder, as the foregoing may be in effect from time to
time and including any proposed legislation or regulations which, as proposed,
would have an effective date prior to enactment thereof.

            Remittance Date: The 24th day of each month (or the preceding
Business Day if the 24th day is not a Business Day). Each month, the Servicer
must transfer all required funds from the Custodial P&I Account to the
Certificate Account on or before the Remittance Date.

            Rents from Real Property: With respect to any REO, gross income of
the character described in Section 856(d) of the Code (generally, rent for the
use of real property, the amount of which is not dependent, in whole or in part,
upon the income or profit of any person, including certain payments for certain
services and personal property incidental to and customarily provided in
connection with the rental of such real property.)

             REO Disposition: The receipt by the Servicer of Liquidation Proceeds
and other payments and recoveries (including proceeds of a final sale) from the
sale or other disposition of the REO.

            REO Disposition Period: The period of time in which the Servicer
shall dispose or cooperate with the Trustee in disposing of an REO as set forth
in Section 14.4.2.

            Reportable Event: As defined in the Pooling and Servicing Agreement.

            Representing Party: A Person that has transferred Mortgage Loans,
directly or through one or more intermediaries, to the Trustee pursuant to an
agreement for the sale of Mortgage Loans pursuant to which a Representing Party
has made representations and warranties with respect to certain Mortgage Loans,
and under which the Trustee, its successors and assigns has recourse against
such Representing Party for any breach thereunder with respect to such Mortgage
Loans.

            Retained Mortgage Loan File: A file for each Mortgage Loan
maintained by the Servicer prior to any Document Transfer Date and by the
Custodian after any Document Transfer Date that contains the documents specified
in Section 2.01(b) of the Pooling and Servicing Agreement and any additional
documents required to be added to the Retained Mortgage Loan File pursuant to
the Pooling and Servicing Agreement.

            SAIF: The Savings Association Insurance Fund.

            Sarbanes-Oxley Certification: As defined in the Pooling and
Servicing Agreement.

            Scheduled Principal Balance: With respect to each Mortgage Loan (or
related REO), the principal balance of such Mortgage Loan as of the applicable
Due Date calculated by taking into account the application of any Monthly
Payments due on or before such Due Date (whether or not such Monthly Payments
were received from the Borrower), and Curtailments, Insurance Proceeds or
Liquidation Proceeds, and Realized Losses received or realized by the Servicer
prior to such Due Date.

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

            Security Instrument: A written instrument creating a valid first
lien on a Mortgaged Property. A Security Instrument may be in the form of a
mortgage, deed of trust, deed to secure debt or security deed, including any
riders and addenda thereto.

            Servicer: Wells Fargo Bank, the entity that has entered into this
Agreement with the Master Servicer and any successors or assigns of Wells Fargo
Bank. Initially the servicing functions will be performed by the Wells Fargo
Home Mortgage division of Wells Fargo Bank.

            Servicer Loan Mortgage Number: A unique number assigned by the
Servicer to a Mortgage Loan.

            Servicer Mortgage Loan File: A file maintained by the Servicer for
each Mortgage Loan that contains the documents specified in Section 9.2 hereof,
as well as any other documents that come into the Servicer's possession with
respect to a Mortgage Loan.

            Servicer Mortgage Loan Schedule: The Mortgage Loans on the Mortgage
Loan Schedule (as defined in the Pooling and Servicing Agreement) that are
serviced by the Servicer.

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

            Servicing Fee: For each Mortgage Loan, the compensation due the
Servicer in an amount equal to the product of (i) one-twelfth of the Servicing
Fee Percentage and (ii) the Scheduled Principal Balance of the Mortgage Loan as
of the immediately preceding Due Date (without taking into account any payment
of principal due on such Due Date).

            Servicing Fee Percentage: With respect to each Mortgage Loan, the
percentage specified on the Servicer Mortgage Loan Schedule.

            Single Family Property: A one-unit residential property.

            Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of the Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to the Mortgage Loans under the direction or authority of the
Servicer or a Subservicer.

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

            Subsidy Funds: Funds contributed by the employer of a Borrower in
order to reduce the payments required from the Borrower for a specified period
in specified amounts.

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

            Tangible Net Worth: As of the date of determination thereof, the par
value (or value stated on the Servicer's books) of the capital stock of all
classes of the Servicer, plus, or minus in the case of a deficiency, the amount
of paid in capital and retained earnings of the Servicer, all determined in
accordance with generally accepted accounting principles as are then in effect.
The Master Servicer may exclude assets that are unacceptable, in the Master
Servicer's reasonable discretion, from the determination of the Servicer's
Tangible Net Worth.

            T&I Advance: An advance by the Servicer of any taxes and insurance
premiums due with respect to any Mortgage Loan.

            Threshold Amount: With respect to any Custodial P&I Account, (i)
$100,000 or, in the case of any Eligible Custodial P&I Account, the aggregate
amount on deposit therein (i.e., an unlimited amount); or (ii) after any notice
has been given pursuant to Section 19.2.6, the amount specified in such notice.

            Title Insurance: An American Land Title Association (ALTA) mortgage
loan title policy form 1970, or other form of Title Insurance Policy acceptable
to FNMA or FHLMC, including all riders and endorsements thereto, insuring that
the Security Instrument constitutes a valid first lien on the related Mortgaged
Property subject only to permitted encumbrances.

            Transfer of Ownership: Includes, but is not limited to, the
conveyance of a Mortgaged Property, whether legal or equitable, voluntary or
involuntary, by any of the following methods:

            (a)    outright sale;
            (b)    deed;
            (c)    installment sale contract;
            (d)    land contract;
            (e)    contract for deed;
            (f)    leasehold interest with the term greater than three years;
            (g)    lease with option to purchase;
            (h)    land trust; or
            (i)    any other conveyance of an interest in real property,
                  including those involving secondary financing.

            Trust: The trust created by the Pooling and Servicing Agreement.

            Trust Administrator: If applicable, the trust administrator
specified in the Pooling and Servicing Agreement, its successors and assigns.

            Trustee: The trustee specified in the Pooling and Servicing
Agreement, its successors and assigns.

            Type 1 Mortgage Loans: The Mortgage Loans identified on the Mortgage
Loan Schedule as Type 1 Mortgage Loans.

            Type 2 Mortgage Loans: The Mortgage Loans identified on the Mortgage
Loan Schedule as Type 2 Mortgage Loans.

            Unpaid Principal Balance: With respect to any Mortgage Loan, the
outstanding principal balance payable by the Borrower under the terms of the
Mortgage Note.

            Unscheduled Principal Receipt: Any Mortgagor payment or other
recovery of principal on a Mortgage Loan which is received in advance of its Due
Date and is not accompanied by an amount representing scheduled interest for any
period subsequent to the date of prepayment, including, without limitation,
prepayments of principal (whether full or partial), Liquidation Proceeds,
Partial Liquidation Proceeds, Insurance Proceeds, proceeds of REO Dispositions,
Recoveries and proceeds received from any condemnation award or proceeds in lieu
of condemnation other than that portion of such proceeds released to the
mortgagor in accordance with the terms of the Mortgage Loan Documents or Prudent
Servicing Practices and excluding any proceeds of a repurchase of a Mortgage
Loan by the Servicer or a Representing Party.

            Value: The lesser of the appraised value or sales price of the
related Mortgaged Property at the time the Mortgage Loan is closed. For a
refinanced Mortgage Loan, the Value of the related Mortgaged Property is its
appraised value at the time the refinanced Mortgage Loan is closed.

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

                                    ARTICLE 2

                                  Construction

            Section 2.1 Legal Construction

            2.1.1. Compliance with Applicable Law. The obligations of the
Servicer pursuant to this Agreement shall at all times be performed in
compliance with all applicable laws.

            2.1.2. Potential Conflict. If any obligation of the Servicer
pursuant to this Agreement shall give rise to a potential conflict with
applicable law, such obligation shall be construed so as to (a) comply with all
applicable laws and (b) effectuate with respect to such obligations, to the
fullest extent permitted by law, the intention of the parties hereto as
expressed in this Agreement.

            2.1.3. Consistent Legal Compliance. The fact that certain provisions
of this Agreement contain language which expressly requires compliance with all
applicable laws, shall not give rise to an implication that other provisions,
which do not expressly include such language, operate in derogation of the
requirement for such legal compliance.

            2.1.4. General Interpretive Rules. For purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires,
(i) the terms defined in this Agreement have the meanings assigned to them in
this Agreement and include the plural as well as the singular, and the use of
any gender herein shall be deemed to include the other gender; (ii) reference
herein to "Article", "Section", "Clause", and other subdivisions, and to
"Exhibits", without reference to a document, are to designated Articles,
Sections, Clauses and other subdivisions of, and to Exhibits to, this Agreement;
(iii) reference to a Clause without further reference to a Section is a
reference to such Clause as contained in the same Section in which the reference
appears, and this rule shall also apply to other subdivisions; (iv) "including"
means "including but not limited to"; and (v) the words "herein", "hereof",
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular provision.

            2.1.5. Construction of Provisions. Although certain provisions of
this Agreement contain express language which precludes the Servicer's recovery
of, or reimbursement for, expenses incurred hereunder, no inference to the
contrary shall be drawn from absence of such, or similar, language in any other
provision hereof regarding expenses.

            Section 2.2 Servicer Practices

            2.2.1. Prudent Servicing Practices. Where not inconsistent with the
provisions of this Agreement, the Servicer shall at all times perform its
obligations hereunder in accordance with Prudent Servicing Practices, which
shall not be less exacting than the Servicer employs and exercises in servicing
and administering mortgage loans for its own account, or for the account of FNMA
or FHLMC, including exploring alternatives to foreclosure to mitigate Realized
Losses.

            2.2.2. Non-Discrimination Practices. The Servicer shall at all times
perform its obligations under this Agreement so as to (a) treat Borrowers on the
basis of their individual merits and (b) not discriminate against Borrowers on
the basis of their race, creed or national origin.

            Section 2.3 General Provisions

            2.3.1. Servicer's Agreement. The Servicer agrees with the Master
Servicer to service the Mortgage Loans in accordance with the provisions of this
Agreement and, to the extent of any instructions of the Master Servicer that are
given, such instructions and, subject to the provisions hereof and without any
further instruction by the Master Servicer except as shall be expressly provided
for herein, shall have full power and authority to do all things necessary in
connection therewith.

            2.3.2. Term of Agreement. Except as otherwise provided herein, the
duties, responsibilities and obligations to be performed and carried out by the
Servicer under this Agreement shall commence upon the execution of this
Agreement and shall continue until (a) each Mortgage Loan is (i) liquidated or
(ii) otherwise paid in full, (b) all payments related thereto are remitted in
accordance with this Agreement, and (c) all obligations hereunder related
thereto are discharged.

            2.3.3. Amended Mortgage Loan Schedule. From time to time as
additional Mortgage Loans are transferred to be serviced hereunder by the
Servicer, the Servicer Mortgage Loan Schedule shall be amended by the Master
Servicer to include the new Mortgage Loans. Due to defects in documentation and
for other reasons, certain Mortgage Loans referred to in the Servicer Mortgage
Loan Schedule may be deleted and other Mortgage Loans may be added. The Servicer
hereby agrees to any such addition and/or deletion of any Mortgage Loans and, in
the event any Mortgage Loans are added and/or deleted from the Servicer Mortgage
Loan Schedule, the Servicer authorizes the Master Servicer to amend the Servicer
Mortgage Loan Schedule. The Master Servicer shall provide the Servicer with the
corrected and updated Servicer Mortgage Loan Schedule.

            2.3.4. Assignment and Replacement. The Servicer acknowledges and
agrees that in the event that the Master Servicer resigns as Master Servicer
under this Agreement, any successor master servicer has the right to assume the
Master Servicer's rights and obligations and to enforce the Servicer's
obligations under this Agreement.

            2.3.5. Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received upon actual
receipt of registered or certified mail, postage prepaid, return receipt
requested, addressed as set forth below:

            (a)    if to the Master Servicer:

                  Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: Director of Master Servicing

            (b)    if to the Servicer:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention: John Brown, MAC X2302-033
                  Fax: 515-324-3118

                  with a copy to:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention: General Counsel, MAC X2401-06T

            (c)    if to the Custodian:

                  Wells Fargo Bank, N.A.
                  1015 10th Avenue South East
                  Minneapolis, Minnesota 55414
                  Attention: WFMBS 2007-12

            (d)    if to the Trustee:

                  HSBC Bank USA, National Association
                  452 Fifth Avenue
                  New York, New York 10018
                  Attention: Corporate Trust

            (e)    if to the Depositor:

                  7430 New Technology Way
                  Frederick, Maryland 21703
                  Attention: Structured Finance

Any party may alter the address to which communications or copies are to be sent
by giving notice of such change of address in conformity with the provisions of
this paragraph for the giving of notice.

            2.3.6. Change of Accountants. During the term of this Agreement, the
Servicer shall not change, or make any substitution of, its certified public
accountants except upon written notice to the Master Servicer given 30 days
prior to such change or substitution.

                                    ARTICLE 3

                                 REMIC Compliance

            Section 3.1 General

            3.1.1. Applicability. The provisions of this Article 3 apply to all
the Mortgage Loans or Mortgaged Property unless the Mortgage Loan has not been
transferred (or been identified for a future transfer) to an entity with respect
to which an election to be characterized as a REMIC has been (or is expected to
be) made.

            3.1.2. Modifications of Mortgage. With the prior written consent of
the Master Servicer, the Servicer may modify the terms of a Mortgage Loan which
is in default or a Mortgage Loan as to which default is reasonably foreseeable;
provided, however, that (i) such modification may not reduce the amount of
principal owed under the related Mortgage Note or permanently reduce the
Mortgage Interest Rate for such Mortgage Loan and (ii) the Servicer and the
Master Servicer have determined that such modification is likely to increase the
proceeds of such Mortgage Loan over the amount expected to be collected pursuant
to foreclosure. Notwithstanding anything to the contrary in this Agreement, the
Servicer shall not permit any modification of any material term of a Mortgage
Loan (including the Mortgage Interest Rate, the principal balance, the
amortization schedule, or any other term affecting the amount or timing of
payments on the Mortgage Loan) where such modification is not the result of a
default or as to which default is reasonably foreseeable under the Mortgage Loan
unless the Master Servicer has consented thereto and the Servicer has received
an Opinion of Counsel or a ruling from the Internal Revenue Service (at the
expense of the Servicer or the party making the request of the Servicer to
modify the Mortgage Loan) to the effect that such modification would not be
treated as giving rise to a new debt instrument for federal income tax purposes
or a disposition of the modified Mortgage Loan and that such modification is
permitted under the REMIC Provisions.

            3.1.3. Indemnification with Respect to Certain Taxes and Loss of
REMIC Status. In the event that the REMIC fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or contribution subject to taxation under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein, the Servicer shall indemnify the Trustee, the
Trust Administrator (if applicable), the Master Servicer and the holders of the
related Certificates against any and all losses, claims, damages, liabilities or
expenses ("REMIC Failure Losses") resulting from such negligence; provided,
however, that the Servicer shall not be liable for any such REMIC Failure Losses
attributable to the action or inaction of the Master Servicer or the holders of
such Certificates nor for any such REMIC Failure Losses resulting from
misinformation provided by the Master Servicer on which the Servicer has relied.
The foregoing shall not be deemed to limit or restrict the rights and remedies
of the other holders of the Certificates now or hereafter existing at law or in
equity.

            Section 3.2 REO Qualification

            3.2.1. Foreclosure Property. Notwithstanding any other provision of
this Agreement, the Servicer, shall not rent, lease, or otherwise earn income on
behalf of the REMIC with respect to any REO which might cause such REO to fail
to qualify as "foreclosure" property within the meaning of section 860G(a)(8) of
the Code (e.g., rent based upon the earnings of the lessee) or result in the
receipt by the REMIC of any "income from non-permitted assets" within the
meaning of section 860F(a)(2) of the Code (e.g., income attributable to any
asset which is not a qualified mortgage, a cash flow or reserve fund investment,
or personal property not incidental to the REO) or any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions unless
the Master Servicer has received an Opinion of Counsel (at the Servicer's
expense) to the effect that, under the REMIC Provisions and (where appropriate,
any relevant proposed legislation) any income generated for the REMIC by the REO
would not result in the imposition of a tax upon the REMIC. In general, the
purpose of this Section 3.2 and the REMIC Provisions (which this section is
intended to implement) is to ensure that the income earned by the REMIC is
passive type income such as interest on mortgages and passive type rental income
on real property.

            3.2.2. Foreclosure Property Qualification Restrictions. Without
limiting the generality of the foregoing, the Servicer shall not:

            (a) permit the REMIC to enter into, renew or extend any lease with
      respect to any REO, if the lease by its terms will give rise to any income
      that does not constitute Rents from Real Property;

            (b) permit any amount to be received or accrued under any lease
      other than amounts that will constitute Rents from Real Property;

            (c) authorize or permit any construction on any REO, other than the
      completion of a building or other improvement thereon, and then only if
      more than ten percent of the construction of such building or other
      improvement was completed before default on the related Mortgage Loan
      became imminent, all within the meaning of Section 856(e)(4)(B) of the
      Code; or

            (d) Directly Operate or allow any other Person to Directly Operate,
      any REO on any date more than 90 days after its acquisition date, other
      than through an "independent contractor," within the meaning of Section
      856(e) of the Code;

unless, in any such case, the Servicer has requested and received an Opinion of
Counsel (at the Servicer's expense) to the effect that such action will not
cause such REO to fail to qualify as "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code at any time that it is held by the REMIC, in
which case the Servicer may take such actions as are specified in such Opinion
of Counsel.

            3.2.3. REO Disposition. Within 30 days following an REO Disposition,
the Servicer shall provide to the Master Servicer a statement of accounting for
the related REO, including without limitation, (i) the loan number of the
related Mortgage Loan, (ii) the date such Mortgaged Property was acquired in
foreclosure or by deed in lieu of foreclosure, (iii) the date of REO
Disposition, (iv) the gross sales price and related selling and other expenses,
(v) accrued interest calculated from the date of acquisition to the disposition
date and (vi) such other information as the related trustee may reasonably
request.

            Section 3.3 Prohibited Transactions and Activities

            3.3.1. Mortgage Loan Disposition Restriction. The Servicer shall not
permit the sale, disposition or substitution for any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of the REMIC, (iii) the
termination of the REMIC in a "qualified liquidation" or "clean-up" call as
defined in Section 860F of the Code or (iv) a substitution of a Qualifying
Substitution Mortgage Loan as permitted under the REMIC Provisions), nor acquire
any assets for the REMIC, after the startup day of the REMIC, nor sell or
dispose of any investments in any of the accounts established by the Servicer
for the REMIC for gain, nor accept any contributions to the REMIC (other than
certain cash contributions permitted by Section 860G(c) of the Code) unless it
has received an Opinion of Counsel (at the expense of the Person requesting the
Servicer to take such action) to the effect that such disposition, acquisition,
substitution, or acceptance will not (a) affect adversely the status of the
REMIC as a REMIC or of the Certificates, other than the Certificates
representing the residual interest in the REMIC, as the regular interests
therein within the meaning of the REMIC Provisions, (b) affect the distribution
of interest or principal on the Certificates, (c) result in the encumbrance of
the assets transferred or assigned to the REMIC (except pursuant to the
provisions of this Agreement) or (d) cause the REMIC to be subject to a tax on
"prohibited transactions" or "prohibited contributions" pursuant to the REMIC
Provisions.

            3.3.2. Personal Property. The Servicer shall not acquire any
personal property relating to any Mortgage Loan unless either:

            (a) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Servicer; or

            (b) the Servicer shall have requested and received an Opinion of
      Counsel, at the expense of the Servicer, to the effect that the holding of
      such personal property by the REMIC will not cause the imposition of a tax
      on the REMIC under the REMIC Provisions or cause the REMIC to fail to
      qualify as a REMIC at any time that any Certificate is outstanding.

            Section 3.4 Eligible Investments

            3.4.1. Custodial Account. Funds in any custodial accounts
established by the Servicer and maintained in respect of the REMIC may be
invested and, if invested, shall be invested in Eligible Investments selected by
the Servicer which shall mature not later than the Business Day immediately
preceding the next Remittance Date, and any such Eligible Investment shall not
be sold or disposed of prior to its maturity. All such Eligible Investments
shall be made in the name of the REMIC or its nominee. All income and gain
realized from any such investment shall be, as long as the Servicer is servicing
the Mortgage Loans held by the REMIC, for the benefit of the Servicer as
additional compensation and shall be subject to its withdrawal or order from
time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the relevant account by the Servicer out of
its own funds immediately as realized. The foregoing requirements for deposit in
such account are exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments of interest on funds in such
account and, as long as the Servicer is servicing the Mortgage Loans held by the
REMIC, payments in the nature of prepayment fees, late payment charges,
assumption fees or any similar fees customarily associated with the servicing
mortgage loans paid by any mortgagor need not be deposited by the Servicer in
such account and may be retained by the Servicer as additional servicing
compensation. If the Servicer deposits in such account any amount not required
to be deposited therein, it may at any time withdraw such amount, any provision
herein to the contrary notwithstanding.

            3.4.2. Escrow Account. Subject to the terms of the related Mortgage
Notes and Security Instrument, and further subject to applicable law, any funds
in any escrow account shall be invested in Eligible Investments that mature
prior to the date on which payments have to be made out of the related escrow
account and any such Eligible Investment shall not be sold or disposed of prior
to its maturity; provided that, if any loss is incurred on any such investment,
the Servicer shall cover such loss by making a deposit into the appropriate
escrow account out of its own funds in the amount of such loss. Withdrawals from
any escrow account may be made (to the extent amounts have been escrowed for
such purpose and to the extent permitted by the related Security Instrument and
Mortgage Note) only (i) to effect timely payment of Escrow Items in connection
with the related Mortgage Loan, (ii) to reimburse the Master Servicer or
Servicer out of related collections for advances with respect to Escrow Items,
(iii) to refund to any mortgagors any sums determined to be overages, (iv) to
pay interest, if any, owed to mortgagors on such account to the extent required
by law, (v) for application to restoration or repair of the Mortgaged Property,
(vi) to clear and terminate the escrow account on the termination of this
Agreement or (vii) to remove funds placed in such escrow account in error. The
Servicer shall be entitled to all investment income on any escrow account not
required to be paid to mortgagors pursuant to the preceding sentence.

                                    ARTICLE 4

                              Servicer Considerations

            Section 4.1 Servicer Eligibility Standards

            To service Mortgage Loans under this Agreement the Servicer must
satisfy the eligibility standards set forth in this Section 4.1 initially and at
all times thereafter.

            4.1.1. Regulatory Approvals and Licensing. The Servicer must be:

            (a) FNMA or FHLMC approved and in good standing;

            (b) a HUD approved mortgagee in good standing;

            (c) in compliance with all applicable capital requirements and other
      requirements from time to time specified by any governmental agency or
      quasi-governmental authority having jurisdiction over the Servicer; and

            (d) properly licensed to service the Mortgage Loans in all relevant
      jurisdictions where such licenses are required.

            4.1.2. Net Worth and Portfolio Requirements.

            (a) The Servicer must maintain a Tangible Net Worth of at least
      $1,000,000.

            (b) The Servicer must maintain an Adjusted Tangible Net Worth of at
      least $1,000,000.

            (c) The Servicer must maintain a servicing portfolio of at least
      $1,000,000,000.

            4.1.3. Auditor's Opinion; Other Annual Reports and Exchange Act
Reporting. (a) For so long as the Mortgage Loans are master serviced by the
Master Servicer, the Servicer shall provide, or cause to be provided in the case
of clause (iii), to the Master Servicer, no later than March 5 of each year or
if such day is not a Business Day, the next Business Day (with a 10 calendar day
cure period, but in no event later than March 15), commencing in March 2008, the
following:

            (i) a report (in form and substance reasonably satisfactory to the
      Master Servicer and the Depositor) regarding the Servicer's assessment of
      compliance with the Servicing Criteria applicable to it during the
      immediately preceding calendar year, as required under Rules 13a-18 and
      15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
      shall be addressed to the Master Servicer and the Depositor and signed by
      an authorized officer of the Servicer, and shall address, at a minimum,
      each of the Servicing Criteria applicable to the Servicer, as specified in
      the table in Exhibit R to the Pooling and Servicing Agreement;

            (ii) a report of a registered public accounting firm reasonably
      acceptable to the Master Servicer and the Depositor that attests to, and
      reports on, the assessment of compliance made by the Servicer and
      delivered pursuant to the preceding paragraph. Such attestation shall be
      in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
      the Securities Act and the Exchange Act. If requested by the Master
      Servicer or the Depositor, such report shall contain or be accompanied by
      a consent of such accounting firm to inclusion or incorporation of such
      report in the Depositor's Registration Statement on Form S-3 relating to
      the Certificates and the Trust's Form 10-K; and

            (iii) an assessment of compliance and accountants' attestation
      described in paragraphs (i) and (ii) of this Section 4.1.3(a) with respect
      to each Subservicer, and each Subcontractor determined by the Servicer
      pursuant to Section 4.1.4(b) to be "participating in the servicing
      function" within the meaning of Item 1122 of Regulation AB.

            (b) Each assessment of compliance provided by a Subservicer pursuant
to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria.
An assessment of compliance provided by a Subcontractor pursuant to Section
4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable
to it other than those specified by the Servicer pursuant to Section 4.1.4(b).

            (c) On or before March 5 of each calendar year or if such day is not
a Business Day, the next Business Day (with a 10 calendar day cure period, but
in no event later than March 15), commencing in March 2008, the Servicer shall
deliver to the Master Servicer a certificate signed by an authorized officer of
the Servicer, for the benefit of the Master Servicer and its officers, directors
and affiliates in the event that the Master Servicer is required under the
Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly
with the Commission in connection with the securitization of the Mortgage Loans
(the "Transaction"), a certification in the form attached hereto as Exhibit B.

            The foregoing certification shall also be given upon thirty (30)
days written request by the Master Servicer in connection with any additional
Sarbanes-Oxley Certifications directly filed by the Master Servicer involving
the Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely
on the certification provided by the Servicer pursuant to this Section 4.1.3(c)
in signing a Sarbanes-Oxley Certification and filing such with the Commission.
The Master Servicer will not request delivery of a certification under this
Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file
an annual report on Form 10-K with respect to the Transaction.

            (d) On or before March 5 of each calendar year or if such day is not
a Business Day, the next Business Day (with a 10 calendar day cure period, but
in no event later than March 15), commencing in March 2008, the Servicer shall
(i) deliver to the Master Servicer a statement of compliance addressed to the
Master Servicer and signed by an authorized officer of the Servicer, to the
effect that (A) a review of the Servicer's activities during the immediately
preceding calendar year (or applicable portion thereof) and of its performance
under this Agreement during such period has been made under such officer's
supervision, and (B) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all of its obligations under this Agreement
in all material respects throughout such calendar year (or applicable portion
thereof) or, if there has been a failure to fulfill any such obligation in any
material respect, specifically identifying each such failure known to such
officer and the nature and the status thereof and (ii) cause each Subservicer to
deliver to the Master Servicer a statement of compliance addressed to the Master
Servicer and signed by an authorized officer of the Subservicer, to the effect
that (A) a review of the Subservicer's activities during the immediately
preceding calendar year (or applicable portion thereof) and of its performance
under the applicable agreement during such period has been made under such
officer's supervision, and (B) to the best of such officers' knowledge, based on
such review, the Subservicer has fulfilled all of its obligations under the
applicable agreement in all material respects throughout such calendar year (or
applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifically identifying each such failure
known to such officer and the nature and the status thereof.

            (e) For so long as the Mortgage Loans are master serviced by the
Master Servicer, the Servicer shall provide to the Master Servicer, no later
than March 5 of each year or if such day is not a Business Day, the next
Business Day (with a 10 calendar day cure period, but in no event later than
March 15), commencing in March 2008, financial statements for the most recently
closed fiscal year, together with an unqualified opinion thereon of an
independent certified public accountant who is a member of the American
Institute of Certified Public Accountants, unless the Master Servicer, in its
reasonable discretion, decides to waive this requirement regarding
qualification.

            (f) Within five (5) calendar days after a Distribution Date, the
Servicer shall provide to the Master Servicer, to the extent known, in
EDGAR-compatible form, or in such other form as otherwise agreed upon by the
Master Servicer and the Servicer, the form and substance of any Additional Form
10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit
S to the Pooling and Servicing Agreement. The Servicer acknowledges that the
performance by the Master Servicer of its duties under Section 3.12(a) of the
Pooling and Servicing Agreement relating to the timely preparation and filing of
Form 10-D is contingent upon the Servicer strictly observing all applicable
deadlines in the performance of its duties under this Section 4.1.3(f).

            (g) No later than March 5 (with a 10 calendar day cure period, but
in no event later than March 15) of each year that the Trust is subject to the
Exchange Act reporting requirements, commencing in March 2008, the Servicer
shall provide to the Master Servicer, to the extent known, in EDGAR-compatible
form, or in such other form as otherwise agreed upon by the Master Servicer and
the Servicer, the form and substance of any Additional Form 10-K Disclosure
applicable to the Servicer, as indicated in the table in Exhibit T to the
Pooling and Servicing Agreement. The Servicer acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(b) of the Pooling and
Servicing Agreement relating to the timely preparation and filing of Form 10-K
is contingent upon the Servicer strictly observing all applicable deadlines in
the performance of its duties under this Section 4.1.3(g).

            (h) For so long as the Trust is subject to the Exchange Act
reporting requirements, no later than the end of business on the second Business
Day after the occurrence of a Reportable Event applicable to the Servicer, the
Servicer shall provide to the Master Servicer, to the extent known, in
EDGAR-compatible form, or in such other form as otherwise agreed upon by the
Master Servicer and the Servicer, the form and substance of any Form 8-K
Disclosure Information applicable to the Servicer, as indicated in the table in
Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that
the performance by the Master Servicer of its duties under Section 3.12(c) of
the Pooling and Servicing Agreement relating to the timely preparation and
filing of Form 8-K is contingent upon the Servicer strictly observing all
applicable deadlines in the performance of its duties under this Section
4.1.3(h).

            (i) The Servicer shall indemnify the Master Servicer, each affiliate
of the Master Servicer, the Trust, each broker dealer acting as underwriter or
initial purchaser, each Person who controls any of such parties and the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the respective present and former directors, officers,
employees and agents of each of the foregoing and of the Depositor (each such
entity, a "Servicer Information Indemnified Party"), and shall hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:

                  (i)    (A) any untrue statement of a material fact contained or
                        alleged to be contained in any information, report,
                         certification, accountants' letter or other material
                        provided in written or electronic form under Sections
                        4.1.3 and 4.1.4 hereof by or on behalf of the Servicer,
                        or provided under Sections 4.1.3 or 4.1.4 by or on
                        behalf of any Subservicer or Subcontractor
                        (collectively, the "Servicer Information"), or (B) the
                        omission or alleged omission to state in the Servicer
                        Information a material fact required to be stated in the
                        Servicer Information or necessary in order to make the
                        statements therein, in the light of the circumstances
                         under which they were made, not misleading; provided, by
                        way of clarification, that clause (B) of this paragraph
                        shall be construed solely by reference to the Servicer
                        Information and not to any other information
                        communicated in connection with a sale or purchase of
                        securities, without regard to whether the Servicer
                        Information or any portion thereof is presented together
                        with or separately from such other information;

                  (ii)   any failure by the Servicer, any Subservicer or any
                        Subcontractor to deliver any information, report,
                         certification, accountants' letter or other material
                        when and as required under Sections 4.1.3 and 4.1.4,
                        including any failure by the Servicer to identify
                        pursuant to Section 4.1.4(b) any Subcontractor
                        "participating in the servicing function" within the
                        meaning of Item 1122 of Regulation AB; or

                  (iii) any breach by the Servicer of a representation or
                         warranty set forth in Section 5.2.

      In the case of any failure of performance described in clause (ii) of this
Section, the Servicer shall promptly reimburse the Master Servicer and the
Depositor, as applicable, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants' letter
or other material not delivered as required by the Servicer, any Subservicer or
any Subcontractor. If the indemnification provided for herein is unavailable to
hold harmless any Servicer Information Indemnified Party, then the Servicer
agrees that it shall contribute to the amount paid or payable by such Servicer
Information Indemnified Party as a result of the losses, claims, damages or
liabilities of such Servicer Information Indemnified Party in such proportion as
is appropriate to reflect the relative fault of such Servicer Information
Indemnified Party on the one hand and the Servicer on the other in connection
with a breach of the Servicer's obligations under this Section 4.1.3 or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.

            4.1.4. Use of Subservicers and Subcontractors. The Servicer shall
not hire or otherwise utilize the services of any Subservicer to fulfill any of
the obligations of the Servicer as servicer under this Agreement unless the
Servicer complies with the provisions of paragraph (a) of this Section. The
Servicer shall not hire or otherwise utilize the services of any Subcontractor,
and shall not permit any Subservicer to hire or otherwise utilize the services
of any Subcontractor, to fulfill any of the obligations of the Servicer as
servicer under this Agreement unless the Servicer complies with the provisions
of paragraph (b) of this Section.

            (a) It shall not be necessary for the Servicer to seek the consent
of the Master Servicer or the Depositor to the utilization of any Subservicer.
The Servicer shall cause any Subservicer used by the Servicer (or by any
Subservicer) for the benefit of the Master Servicer and the Depositor to comply
with the provisions of this Section and with Sections 4.1.3 and 5.2 of this
Agreement to the same extent as if such Subservicer were the Servicer, and to
provide such information regarding the Subservicer as the Master Servicer or the
Depositor request for the purpose of complying with Item 1108 of Regulation AB,
including at a minimum, the information set forth in Exhibit C. The Servicer
shall be responsible for obtaining from each Subservicer and delivering to the
Master Servicer any servicer compliance statement required to be delivered by
such Subservicer under Section 4.1.3(d), any assessment of compliance and
attestation required to be delivered by such Subservicer under Section 4.1.3(a)
and any certification required to be delivered to the Person that will be
responsible for signing the Sarbanes-Oxley Certification under Section 4.1.3(c)
as and when required to be delivered.

            (b) It shall not be necessary for the Servicer to seek the consent
of the Master Servicer or any Depositor to the utilization of any Subcontractor.
The Servicer shall promptly upon request provide to the Master Servicer (or any
designee of Master Servicer) a written description (in form and substance
satisfactory to the Master Servicer and the Depositor) of the role and function
of each Subcontractor utilized by the Servicer or any Subservicer, specifying
(i) the identity of each such Subcontractor, (ii) which (if any) of such
Subcontractors are "participating in the servicing function" within the meaning
of Item 1122 of Regulation AB (as then interpreted by the Commission), and (iii)
which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii) of
this paragraph. In the event of any disagreement among any of the parties hereto
regarding the application of the Commission's interpretation to a particular
Subcontractor, the determination of the Master Servicer shall be binding.

            As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the Master Servicer and the
Depositor to comply with the provisions of Section 4.1.3 (other than subsection
(d)) of this Agreement to the same extent as if such Subcontractor were the
Servicer. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Master Servicer any assessment of compliance
and attestation required to be delivered by such Subcontractor under Section
4.1.3, in each case as and when required to be delivered.

             4.1.5. Servicing Experience. The Servicer shall satisfactorily
demonstrate to the Master Servicer, in the Master Servicer's reasonable
discretion, the following experience:

            (a) that it has at least three (3) years of conventional mortgage
      loan servicing experience;

            (b) that it has a staff knowledgeable in servicing of Mortgage Loans
      and the administration of REO; and

            (c) that it has experience maintaining a servicing portfolio in
      excess of $1 billion.

            4.1.6. Material Changes. The Servicer shall promptly report to the
Master Servicer any change in its business operations, financial condition,
properties or assets since the date of the latest submitted financial statements
which could have a material adverse effect on the Servicer's ability to perform
its obligations hereunder. Events for which the Master Servicer must receive
notice include, but are not limited to, the following:

            (a) any change in the Servicer's business address and/or telephone
      number;

            (b) any merger, consolidation, or significant reorganization;

            (c) any changes in the Servicer's ownership whether by direct or
      indirect means. Indirect means include any change in ownership of the
      Servicer's parent;

            (d) any change in the Servicer's corporate name;

            (e) if the Servicer is a savings and loan association, any change in
      the Servicer's charter from federal to state or vice versa;

             (f) any decreases in capital, adverse alteration of debt/equity
      ratios, or changes in management ordered or required by a regulatory
      authority supervising or licensing the Servicer;

            (g) any significant adverse change in the Servicer's financial
      position;

            (h) entry of any court judgment or regulatory order in which the
      Servicer is or may be required to pay a claim or claims which, in the
      Master Servicer's reasonable opinion, have a material adverse effect on
      the Servicer's financial condition; and

            (i) the Servicer admits to committing, or is found to have
      committed, a material, in the Master Servicer's reasonable opinion,
      violation of any law, regulation, or order.

             Section 4.2 Errors and Omissions Insurance

            4.2.1. E & O Requirement. A Servicer shall maintain, at all times
and at its own expense, an Errors and Omissions Policy in an amount and with an
insurer acceptable to FNMA or FHLMC.

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

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

            4.2.4. E & O Deductible. The terms of the Errors and Omissions
Policy shall provide for a deductible amount that is acceptable to FNMA or FHLMC
with respect to its approved mortgage loan servicers.

            4.2.5. E & O Qualifications. The Errors and Omissions Policy shall
be obtained by the Servicer from an insurer which satisfies FNMA or FHLMC
standards in this regard.

             Section 4.3 Fidelity Bond Coverage

            4.3.1. Fidelity Bond Requirement. A Servicer must maintain, at all
times, at its own expense, a Fidelity Bond in an amount and with an insurer
acceptable to FNMA or FHLMC and having terms that are acceptable to FNMA or
FHLMC.

            4.3.2. Fidelity Bond Coverage. The amount of Fidelity Bond coverage
shall be an amount acceptable to FNMA or FHLMC.

            4.3.3. Fidelity Bond Scope. The coverage of the Fidelity Bond must
explicitly insure the Servicer, its successors and assigns, against any losses
resulting from dishonest, fraudulent or criminal acts on the part of Officers,
employees or other persons acting on behalf of the Servicer.

            4.3.4. Fidelity Bond Maintenance. The Servicer must maintain in
effect the Fidelity Bond at all times and the Fidelity Bond may not be canceled,
permitted to lapse or otherwise terminated without thirty Business Days' prior
written notice by registered mail to the Master Servicer. Further, the Fidelity
Bond must provide that, or the insurer must state in writing to the Master
Servicer that, the Fidelity Bond shall not be cancelable without the giving of
notice as provided for in the prior sentence.

            4.3.5. Fidelity Bond Deductible. The terms of the Fidelity Bond must
provide for a deductible amount that does not exceed FNMA or FHLMC requirements.

            4.3.6. Fidelity Bond Rating Requirement. The Fidelity Bond must be
obtained from a company which satisfies FNMA or FHLMC standards in this regard.

            Section 4.4 Servicer's Liability

            4.4.1. Liability Exposure. Any and all losses not covered under the
Fidelity Bond or Errors and Omissions Policy, as a result of (i) the respective
deductible provisions thereof, (ii) the limits of coverage of the Fidelity Bond
or Errors and Omissions Policy or (iii) any claim denied which should have been
covered by the Fidelity Bond or the Errors and Omissions Policy, as the case may
be, according to the terms of this Agreement had the Fidelity Bond or Errors and
Omissions Policy been properly obtained and maintained and respective claim been
properly submitted for payment, shall be borne by the Servicer, where the
Servicer has acted in a manner in which the Servicer is not relieved from
liability as described in Section 4.4.2 hereof.

            4.4.2. Scope of Liability. Neither the Servicer or any subservicer
appointed by it, nor any of their respective partners, directors, officers,
employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be
under any liability to the Master Servicer, the Trustee or, if applicable, the
Trust Administrator for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Servicer, any
subservicer or any of their respective partners, directors, officers, employees
or agents, or its delegees pursuant to Section 11.2.1 hereof, against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of his or its duties or by reason
of reckless disregard of his or its obligations and duties hereunder. The
Servicer, any subservicer and any of their respective partners, directors,
officers, employees or agents, or its delegees pursuant to Section 11.2.1
hereof, may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.

            Section 4.5 Indemnification

            4.5.1. Scope of Indemnity by Servicer. The Servicer hereby agrees to
indemnify and hold harmless (a) the Master Servicer, (b) the Trustee, (c) the
Trust Administrator (if applicable), (d) the Depositor and (e) the officers,
directors, employees, agents and Affiliates of any of the foregoing (any of the
foregoing hereinafter referred to as the "Indemnified Party"), from and against
any and all claims, losses, damages, liabilities, fines, settlements, awards,
offsets, defenses, counterclaims, actions, penalties, forfeitures, legal fees,
judgments and any other costs, fees and expenses (including, without limitation,
reasonable attorneys' fees and court costs) (any of the foregoing which satisfy
the criteria of this paragraph are collectively referred to as "Claims"), either
directly or indirectly arising out of, based upon, or relating to (i) a breach
by the Servicer, its officers, directors, employees, or agents, or its delegees
pursuant to Section 11.2.1 hereof, of any representation or warranty contained
herein, or any failure to disclose any matter that makes such representation and
warranty misleading or inaccurate, or any inaccuracy in material information
furnished by the Servicer regarding itself, (ii) a breach of any representation
or warranty made by any Indemnified Party in reliance upon any such
representation or warranty, failure to disclose, or inaccuracy in information
furnished by the Servicer regarding itself, (iii) any failure of the Servicer,
its officers, directors, employees, or agents, or its delegees pursuant to
Section 11.2.1 hereof, to perform any of its obligations under this Agreement in
a manner in which the Servicer is not relieved from liability as described in
Section 4.4.2 hereof, and (iv) any acts or omissions of the Servicer, its
officers, directors, employees, or agents, or its delegees pursuant to Section
11.2.1 hereof, in a manner in which the Servicer is not relieved from liability
as described in Section 4.4.2 hereof. Each Indemnified Party shall cooperate
with the Servicer in the defense of such Claims and shall not settle any such
Claim without the prior written consent of the Servicer.

            4.5.2. Survival of Indemnity. This indemnification shall survive
purchase, transfer of any interest in a Mortgage Loan by any indemnified party,
the Liquidation of such Mortgage Loan, termination of the Servicer's servicing
rights with respect to such Mortgage Loan and termination or expiration of this
Agreement between the Servicer and the Master Servicer and its successors and
assigns.

            Section 4.6 Servicer's Compensation; Indemnification

            4.6.1. Servicing Fee Amount. In consideration of the services
rendered under this Agreement, absent default by the Servicer, the Servicer
shall on each Remittance Date be entitled to a monthly aggregate servicing
compensation (the "Monthly Servicing Compensation") for the preceding month
which shall equal the sum of (a) the Servicing Fee payable with respect to each
Mortgage Loan serviced during such month and (b) any interest earnings on each
Custodial P&I Account with respect to such month other than interest earnings
thereon which are payable to the Borrower pursuant to the Security Instrument or
applicable law, subject to any adjustment for Month End Interest as described in
Section 7.6.1. Absent default by the Servicer, the Servicer shall also be
entitled to retain in addition to the Monthly Servicing Compensation any late
charges, prepayment fees, penalty interest, assumption fees, modification fees
or deficiency recovery fees paid by the Borrower, any Liquidation Profits or any
other customary income or any payments of interest related to any Prepayment in
Full received by the Servicer prior to the Applicable Unscheduled Receipt
Period, which amounts are not required to be deposited into the Custodial P&I
Account. The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided for herein.

            4.6.2. Servicing Fee Source. The Servicing Fee for each Mortgage
Loan shall be payable solely from the interest portion of the related Monthly
Payment paid by the Borrower or other payment of interest paid with respect to
the Mortgage Loan, whether from the proceeds of foreclosure or any judgment,
writ of attachment or levy against the Borrower or his assets, or from funds
paid in connection with any prepayment in full or from Insurance Proceeds or
Liquidation Proceeds.

            4.6.3. Indemnification of Servicer. The Master Servicer hereby
agrees to indemnify and hold harmless the Servicer, any Subservicer appointed by
it, any of their respective directors, officers, employees or agents, or its
delegees for any action taken by the Servicer, any Subservicer or any of their
respective directors, officers, employees or agents, or its delegees or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that the Servicer, any
Su  


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