-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kly3WSPu/oRTQ+eVtdqTy5qu0FiaB69fJBQg/SfKZ19NCe1M+yXg2aak3bBhcaf2 BWgTw8BQu70zrTwcL2N48Q== 0000914121-05-001968.txt : 20051021 0000914121-05-001968.hdr.sgml : 20051021 20051021164448 ACCESSION NUMBER: 0000914121-05-001968 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051019 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO ASSET SECURITIES CORP CENTRAL INDEX KEY: 0001011663 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 521972128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-02209 FILM NUMBER: 051150085 BUSINESS ADDRESS: STREET 1: 7485 NEW HORIZON WAY CITY: FREDERICK STATE: MD ZIP: 21703 BUSINESS PHONE: 3018468881 MAIL ADDRESS: STREET 1: 7485 NEW HORIZON WAY CITY: FREDERIDK STATE: MD ZIP: 21703 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST ASSET SECURITIES CORP DATE OF NAME CHANGE: 19960717 8-K 1 p863834-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 19, 2005 (Date of earliest event reported) Wells Fargo Asset Securities Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-109423 52-1972128 - -------------------------------------------------------------------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of incorporation) Identification No.) 7430 New Technology Way, Frederick, Maryland 21703 - -------------------------------------------------------------------------------- Address of principal executive offices (Zip Code) Registrant's Telephone Number, including area code (301) 846-8881 ---------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: / / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. Other Events ------------ Attached as an exhibit are the Collateral Term Sheets (as defined in the no-action letter dated February 17, 1995 issued by the Securities and Exchange Commission to the Public Securities Association), Computational Materials and Structural Term Sheets (both as defined in the no-action letter dated May 21, 1994 issued by the Securities and Exchange Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation) prepared by Goldman, Sachs & Co. which are hereby filed pursuant to such letters. ITEM 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits Item 601(a) of Regulation S-K Exhibit No. Description - ------------------ ----------- (99) Collateral Term Sheets, Computational Materials and Structural Term Sheets prepared by Goldman, Sachs & Co. in connection with Wells Fargo Asset Securities Corporation, Mortgage Asset-Backed Pass-Through Certificates, Series 2005-2 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WELLS FARGO ASSET SECURITIES CORPORATION October 19, 2005 By: /s/ Bradley A. Davis ---------------------------------- Bradley A. Davis Vice President INDEX TO EXHIBITS Paper (P) or Exhibit No. Description Electronic (E) - ----------- ----------- -------------- (99) Collateral Term Sheets, (E) Structural Term Sheets and Computational Materials prepared by Goldman, Sachs & Co. in connection with Wells Fargo Asset Securities Corporation, Mortgage Asset-Backed Pass-Through Certificates, Series 2005-2 EX-99 2 p863834-ex99.txt COLLATERAL TERM SHEETS AND STRUCTURAL TERM SHEETS EXHIBIT 99 All information in this Term Sheet, whether regarding assets backing any securities discussed herein or otherwise, will be superseded by the information contained in the final Prospectus.

(1) The initial aggregate principal balance of the Principal Certificates will be subject to an upward or downward variance of no more than approximately 5%. The principal balances of the Principal Certificates are calculated using the scheduled principal balances of the Mortgage Loans as of the Cut-Off Date. (2) On the closing date, the expected overcollateralization will be an amount equal to approximately 0.35% of the scheduled principal balances of the Mortgage Loans as of the Cut-Off Date. (3) See the "Structure of the Certificates" section of this Term Sheet for more information on the Pass-Through-Rates of the Offered Certificates. (4) Assuming payment based on the pricing speeds outlined in "Key Terms - Pricing Prepayment Assumption" and to a 10% Optional Clean-up Call on all certificates. (5) The final scheduled distribution date for the certificates is the Distribution Date in October 2035. Selected Mortgage Pool Data(1) - ------------------------------ Aggregate - ----------------------------------------------------- -------------------------- Scheduled Principal Balance: $385,306,521 Number of Mortgage Loans: 1,798 Average Scheduled Principal Balance: $214,297 Interest Only Loans: 0.00% Weighted Average Gross Coupon: 6.944% Weighted Average Net Coupon(2): 6.569% Weighted Average FICO Score: 689 Weighted Average Original LTV Ratio: 85.84% Weighted Average Stated Remaining Term (months): 358 Weighted Average Seasoning (months): 2 Weighted Average Months to Roll: 24 Weighted Average Gross Margin: 3.208% Weighted Average Initial Rate Cap: 3.000% Weighted Average Periodic Rate Cap: 1.000% Weighted Average Gross Maximum Lifetime Rate: 12.941% - ----------------------------------------------------- -------------------------- (1) All percentages calculated herein are percentages of scheduled principal balance unless otherwise noted as of the Cut-Off Date. (2) The Weighted Average Net Coupon is equivalent to the Weighted Average Gross Coupon less the Servicing Fee. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 1 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Features of the Transaction - --------------------------- |X| The mortgage loans in the transaction consist of Alt-A type, adjustable rate, first lien residential mortgage loans (the "Mortgage Loans") originated or acquired by Wells Fargo Bank, N.A. ("Wells Fargo"). |X| The Mortgage Loans will be serviced by the Wells Fargo Home Mortgage division of Wells Fargo Bank, N.A. |X| Credit support for the certificates will be provided through a senior/subordinate structure, upfront fully funded overcollateralization of approximately 0.35% (subject to stepdown as described herein) excess spread and mortgage insurance. |X| None of the Mortgage Loans are classified as (a) "high cost" loans under the Home Ownership and Equity Protection Act of 1994, as amended or (b) "high cost" loans under any other applicable state, federal or local law. |X| None of the Mortgage Loans secured by a property in the state of Georgia were originated between October 1, 2002 and March 7, 2003. |X| The transaction will be modeled on INTEX as GSWFALT20052 and on Bloomberg as WFALT 2005-2. |X| This transaction will contain a one-month LIBOR yield maintenance agreement (the "Class A Yield Maintenance Agreement") available to pay Cap Carryover Amounts on all Offered Certificates in the manner described herein. The Class A Yield Maintenance Agreement will have an initial notional amount of approximately $338,744,000 a term of 33 months beginning on the first Distribution Date, and the trust fund will receive a payment under the Class A Yield Maintenance Agreement with respect to any Distribution Date on which one-month LIBOR exceeds the applicable lower strike rate with respect to such Distribution Date with an upper strike rate of 9.80856%. (See Appendix A for the Class A Yield Maintenance Agreement details). |X| The Offered Certificates will be registered under a registration statement filed with the Securities and Exchange Commission. Time Table - ---------- Expected Closing Date: October 28, 2005 Cut-Off Date: October 1, 2005 Expected Pricing Date: On or before October 21, 2005 First Distribution Date: November 25, 2005 Key Terms - --------- Offered Certificates: Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates (or "Class A Certificates") Non-Offered Certificates: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1, Class B-2, Class B-3, Class CE, Class P and Class R Certificates LIBOR Certificates: Class A, Class M, Class B-1 and Class B-2 Certificates Principal Certificates: Class A, Class M and Class B Certificates Class M Certificates: Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates Class B Certificates: Class B-1, Class B-2 and Class B-3 Certificates Class R Certificates: Class R-1 and Class R-2 Certificates. The Class R Certificates are not being offered hereby. Subordinated Certificates: Class M, Class B and Class CE Certificates Seller: Wells Fargo Asset Securities Corporation Underwriter: Goldman, Sachs & Co. Servicer: Wells Fargo Bank, N.A. Master Servicer: Wells Fargo Bank, N.A. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 2 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Trustee: Wachovia Bank, National Association Custodian: Wells Fargo Bank, N.A. Cap Provider: Goldman Sachs Capital Markets L.P., as the cap provider. The short term unsecured debt obligations of the guarantor of the cap provider, The Goldman Sachs Group, Inc., are rated "P-1" by Moody's, "A-1" by S&P, and "F1+" by Fitch. The long term unsecured debt obligations of the guarantor of the cap provider are rated "Aa3" by Moody's, "A+" by S&P, and "AA-" by Fitch. Class A Yield Maintenance This transaction will have a one-month LIBOR Agreement: yield maintenance agreement available to pay Cap Carryover Amounts on the Offered Certificates. The Class A Yield Maintenance Agreement will have an initial notional amount of $338,744,000, for a term of 33 months beginning on the first Distribution Date. Servicing Fee Rate: 37.5 bps Expense Fee Rate: The Servicing Fee Rate Distribution Date: 25th day of the month or the next Business Day Record Date: For any Distribution Date and the Offered Certificates the last Business Day immediately preceding such Distribution Date. Delay Days: 24 day delay on the Class B-3 Certificates 0 day delay on the Offered Certificates and all Non-Offered Certificates except for the Class B-3 Certificates Day Count: Actual/360 basis for the LIBOR Certificates and 30/360 basis for the Class B-3 Certificates. Prepayment Period: The calendar month prior to the Distribution Date Collection Period: The period commencing on the second day of the calendar month preceding the month in which the Distribution Date occurs and ending on the first day of the calendar month in which Distribution Date occurs. Interest Accrual Period: For the LIBOR Certificates, from and including the prior Distribution Date or for the first Distribution Date, from the Closing Date, through and including the day prior to the current Distribution Date. For the Class B-3 Certificates, the calendar month immediately preceding the then current Distribution Date. Pricing Prepayment Assumption: 30% CPR - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 3 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - --------------------------------------------------------------------------------

(1) This amount will vary on each distribution date based on changes to the weighted average interest rate on the Mortgage Loans as well as any changes in day count. (2) Includes the Servicing Fee. (3) Assumes 1-month LIBOR equal to 3.9800%, initial marketing spreads and a 30-day month. This amount will vary on each distribution date based on changes to the weighted average Pass-Through Rates on the Principal Certificates as well as any changes in day count. Servicer Advancing: The Servicer will advance delinquent payments of scheduled principal and interest, subject to recoverability. Compensating Interest: The Master Servicer will be obligated, on or before each Distribution Date, to pay to the Trustee for the benefit of Certificateholders an amount (such amount, "Compensating Interest") equal to the lesser of (i) the aggregate prepayment interest shortfall attributable to prepayments in full with respect to such Distribution Date and (ii) the lesser of (x) the product of (A) 1/12th of 0.20% and (B) the aggregate principal balance of the Mortgage Loans for such Distribution Date and (y) the available Master Servicer compensation for such Distribution Date, as described in the prospectus supplement. Optional Clean-up Call: The transaction has a 10% optional clean-up call. Rating Agencies: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and Moody's Investors Service, Inc. Minimum Denomination: $100,000 with regard to each of the Offered Certificates. Legal Investment: It is anticipated that Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates will be SMMEA eligible. ERISA Eligible: Underwriter's exemption is expected to apply to the Offered Certificates. However, prospective purchasers should consult their own counsel. Tax Treatment: All Principal Certificates represent REMIC regular interests subject to certain rights and obligations to receive amounts in respect of the Cap Carryover Amounts; the trustee will treat the rights and obligations to receive amounts in respect of the Cap Carryover Amounts as rights under a notional principal contract. The Class R-1 and Class R-2 Certificates each represent the residual interest in a REMIC. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 4 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Prospectus: The Offered Certificates will be offered pursuant to a prospectus supplemented by a prospectus supplement (together, the "Prospectus"). Complete information with respect to the Offered Certificates and the collateral in which they evidence a beneficial ownership interest will be contained in the Prospectus. The information herein is qualified in its entirety by the information appearing in the Prospectus. To the extent that the information herein is inconsistent with the Prospectus, the Prospectus shall govern in all respects. Sales of the Offered Certificates may not be consummated unless the purchaser has received the Prospectus. PLEASE SEE "RISK FACTORS" IN THE PROSPECTUS FOR A DESCRIPTION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE OFFERED CERTIFICATES. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 5 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Structure of the Certificates - ----------------------------- Description of Principal and Interest Distributions Principal will be paid as described under the heading "Principal Distributions". Prior to the Step-Down Date or when a Trigger Event is in effect, all principal collected or advanced on the Mortgage Loans will be paid to the Offered Certificates and Non-Offered Certificates as described herein. On or after the Step-Down Date, so long as no Trigger Event is in effect, the Offered Certificates and Non-Offered Certificates will be paid, in order of seniority, principal only to the extent necessary to maintain their credit enhancement target. Excess interest will be available to maintain the overcollateralization target (which is one component of the credit support available to the Certificateholders). Interest will be paid monthly, on all of the LIBOR Certificates, at a rate of one-month LIBOR plus a margin that will step up after the date on which the Optional Clean-up Call is exercisable, subject to the Net WAC Cap. Interest will be paid monthly on the Class B-3 Certificates at a specified rate that will step up after the date on which the Optional Clean-up Call is exercisable, subject to the Net WAC Cap. The interest paid to each class will be reduced by Current Interest Shortfalls allocated to such class to the extent not otherwise covered by the monthly excess interest amount. Any reductions in interest payments due to the Pass-Through-Rate attributable to the Net WAC Cap will be carried forward with interest at the applicable Pass-Through-Rate as described below and will be payable after payment of all required principal payments on such future Distribution Dates. Definitions Credit Enhancement. The Offered Certificates are credit enhanced by (1) the Monthly Excess Interest Amount, (2) 0.35% overcollateralization (fully funded upfront) (after the Step-Down Date, so long as a Trigger Event is not in effect, the Targeted Overcollateralization Amount will equal 0.70% of the aggregate scheduled principal balance of the Mortgage Loans as of the last day of the related Due Period, subject to a floor equal to 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date), and (3) subordination of distributions on the more subordinate classes of certificates to the required distributions on the more senior classes of certificates. Targeted Overcollateralization Amount. As of any Distribution Date (x) prior to the Stepdown Date, approximately 0.35% of the aggregate principal balance as of the Cut-Off Date and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred for such Distribution Date, the greater of (a) approximately 0.70% of the aggregate principal balance of the mortgage loans as of the last day of the related Collection Period and (b) 0.35% of the aggregate principal balance of the mortgage loans as of the Cut-Off Date and (ii) if a Trigger Event has occurred for such Distribution Date, the Targeted Overcollateralization Amount for the immediately preceding Distribution Date. Mortgage Insurance. As of the Cut-Off Date, substantially all of the Mortgage Loans with original LTVs greater than 80% are covered by borrower and/or lender paid mortgage insurance. Senior Enhancement Percentage. For any Distribution Date, the percentage obtained by dividing (x) the aggregate principal balance of the Class M and Class B Certificates (including any overcollateralization and prior to taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate scheduled principal balance of the Mortgage Loans as of the last day of the related Collection Period. Step-Down Date. The earlier of (A) the Distribution Date following the date on which the aggregate principal balance of the Class A Certificates has been reduced to zero and (B) the later to occur of: (x) the Distribution Date occurring in November 2008; and (y) the first Distribution Date on which the Senior Enhancement Percentage is greater than or equal to 24.00%. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 6 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Class Initial Subordination Percentage Step-Down Date Percentage - -------------- -------------------------------------- -------------------------- A 12.00% 24.00% M-1 7.50% 15.00% M-2 5.00% 10.00% M-3 4.10% 8.20% M-4 2.50% 5.00% M-5 1.85% 3.70% B-1 1.35% 2.70% B-2 0.85% 1.70% B-3 0.35% 0.70% Trigger Event. A Trigger Event is in effect on any Distribution Date if (i) the three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 25% of the Senior Enhancement Percentage or (ii) the aggregate amount of realized losses incurred since the Cut-Off Date through the last day of the related Collection Period divided by the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date (the "Cumulative Realized Loss Percentage") exceeds the amounts set forth below:

Sequential Trigger Event I. A Sequential Trigger Event I is in effect on any Distribution Date if, before the 37th Distribution Date, the aggregate amount of Realized Losses incurred since the Cut-Off Date through the last day of the related Prepayment Period divided by the aggregate scheduled principal balance of the mortgage loans as of the Cut-Off Date exceeds 0.75%, or if, on or after the 37th Distribution Date, a Trigger Event is in effect. Sequential Trigger Event II. A Sequential Trigger Event II is in effect on any Distribution Date (i) if, before the 37th Distribution Date, (a) on that Distribution Date the 60 Day+ Rolling Average equals or exceeds 43% of the prior period's Credit Enhancement Percentage for the Class A Certificates (the 60 Day+ Rolling Average will equal the rolling 3 month average percentage of Mortgage Loans that are 60 or more days delinquent, including loans in foreclosure, all REO Property and Mortgage Loans where the mortgagor has filed for bankruptcy) or (b), the aggregate amount of Realized Losses incurred since the Cut-Off Date through the last day of the related Prepayment Period divided by the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date exceeds 0.75%, or (ii) if, on or after the 37th Distribution Date, a Trigger Event is in effect. 60+ Day Delinquent Loan. A 60+ Day Delinquent Loan is any Mortgage Loan (including each Mortgage Loan in foreclosure and each Mortgage Loan for which the related mortgagor has filed for bankruptcy after the Closing Date) with respect to which any portion of a monthly payment is, as of the last day of the prior Collection Period, two months or more past due and each Mortgage Loan relating to REO property. Step-Up Coupons. For all Principal Certificates the coupon will increase after the first distribution date on which the Optional Clean-Up Call is first exercisable, should the call not be exercised. The margin for the Class A Certificates will increase to 2 times the margin at issuance, the margin for the Class M and Class B Certificates other than the Class B-3 Certificates will increase to 1.5 times the margin at issuance, and the Pass-Through Rate on the Class B-3 Certificates will increase by 0.50% per annum. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 7 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Class A-1 Pass-Through Rate. The Class A-1 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class A-2 Pass-Through Rate. The Class A-2 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class A-3 Pass-Through Rate. The Class A-3 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class A-4 Pass-Through Rate. The Class A-4 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class A-5 Pass-Through Rate. The Class A-5 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class M-1 Pass-Through Rate. The Class M-1 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class M-2 Pass-Through Rate. The Class M-2 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class M-3 Pass-Through Rate. The Class M-3 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class M-4 Pass-Through Rate. The Class M-4 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class M-5 Pass-Through Rate. The Class M-5 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class B-1 Pass-Through Rate. The Class B-1 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Class B-2 Pass-Through Rate. The Class B-2 Certificates will accrue interest at a variable rate equal to the lesser of (i) one-month LIBOR plus [ ]% ([ ]% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 8 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Class B-3 Pass-Through Rate. The Class B-3 Certificates will accrue interest at a fixed rate equal to the lesser of (i) [ ]% (increasing by 0.500% after the first distribution date on which the Optional Clean-up Call is exercisable) and (ii) the Net WAC Cap. Net WAC Cap. As to any Distribution Date a per annum rate equal to the weighted average mortgage interest rate of the Mortgage Loans in effect on the beginning of the related Collection Period less the Expense Fee Rate (calculated on an actual/360 day basis with respect to the LIBOR Certificates and on a 30/360 day basis with respect to the Class B-3 Certificates). Cap Carryover Amount. As to any Distribution Date, the Cap Carryover Amount for each of the Class A, Class M and Class B Certificates will equal the sum of (i) the excess, if any, of interest that would otherwise be due on such class of certificates at such certificates' applicable Pass-Through Rate (without regard to the Net WAC Cap) over interest due on such class of certificates at a rate equal to the Net WAC Cap, (ii) any Cap Carryover Amount for such class remaining unpaid for such certificate from prior Distribution Dates, and (iii) interest on the amount in clause (ii) at the certificates' applicable Pass-Through Rate (without regard to the Net WAC Cap). In the event any Class A, Class M or Class B Certificates are no longer outstanding, the applicable Certificateholders will not be entitled to receive Cap Carryover Amounts for that class of certificates. Accrued Certificate Interest. For each class of Principal Certificates on any Distribution Date, the amount of interest accrued during the related Interest Accrual Period on the related principal balance immediately prior to such Distribution Date at the related Pass-Through Rate as reduced by that class's share of the excess of the Current Interest Shortfall for such Distribution Date, if any, over the Monthly Excess Interest Amount for such Distribution Date. Current Interest Shortfall. Any shortfalls resulting from the application of the Servicemembers Civil Relief Act or any similar state statutes, prepayment interest shortfalls resulting from prepayments in full, to the extent not covered by Compensating Interest and any prepayment interest shortfalls resulting from partial principal prepayments. Interest Remittance Amount. For any Distribution Date, the portion of funds available for distribution on such Distribution Date attributable to interest received or advanced on the Mortgage Loans less the Expense Fee Rate. Realized Losses. With respect to any defaulted Mortgage Loan that is liquidated, the amount of loss realized equal to the portion of the principal balance remaining unpaid after application of all liquidation proceeds, insurance proceeds and condemnation awards, net of amounts reimbursable to the Servicer for the related advances and the applicable servicing fees in respect of such Mortgage Loan. Interest Distributions on the Principal Certificates. On each Distribution Date, interest distributions from the Interest Remittance Amount will be allocated as follows: a) from the Interest Remittance Amount, pro rata (based on the accrued and unpaid interest distributable to each class of the Class A Certificates), to each class of the Class A Certificates, the related accrued certificate interest and any unpaid accrued certificate interest amount for each class of the Class A Certificates from prior Distribution Dates; b) from any remaining Interest Remittance Amount to the Class M Certificates, sequentially, in ascending numerical order, their Accrued Certificate Interest for such Distribution Date; c) from any remaining Interest Remittance Amount to the Class B Certificates, sequentially, in ascending numerical order, their Accrued Certificate Interest for such Distribution Date; and d) from any remaining Interest Remittance Amount (such amount, the "Monthly Excess Interest Amount"), as a component of Monthly Excess Cashflow Amount. Principal Distributions. On each Distribution Date (a) prior to the Step-Down Date or (b) on which a Trigger Event is in effect, the Principal Distribution Amount will be allocated in the following order of priority: - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 9 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- (a) to the Class A Certificates, the Principal Distribution Amount, in the following order of priority: (i) to the Class A-1 Certificates, until its principal balance has been reduced to zero; (ii) concurrently, to the Class A-2 and Class A-3 Certificates, allocated pro rata among these certificates, until their respective principal balances have been reduced to zero, with the exception that if a Sequential Trigger Event I is in effect, principal distributions to the Class A-2 and Class A-3 Certificates will be allocated first, to the Class A-2 Certificates, until its principal balance has been reduced to zero and, then, to the Class A-3 Certificates, until its principal balance has been reduced to zero; and (iii) concurrently, to the Class A-4 and Class A-5 Certificates, allocated pro rata among these certificates, until their respective principal balances have been reduced to zero, with the exception that if a Sequential Trigger Event II is in effect, principal distributions to the Class A-4 and Class A-5 Certificates will be allocated first, to the Class A-4 Certificates, until its principal balance has been reduced to zero and, then, to the Class A-5 Certificates, until its principal balance has been reduced to zero; (b) the portion of the available Principal Distribution Amount remaining after making the distribution described above in paragraph (a) will be distributed in the following order of priority: (i) from any remaining Principal Distribution Amount, to the Class M Certificates, sequentially, in ascending numerical order, until the principal balances thereof have been reduced to zero; and (ii) from any remaining Principal Distribution Amount, to the Class B Certificates, sequentially, in ascending numerical order, until the principal balances thereof have been reduced to zero; (c) from any remaining Principal Distribution Amount, as a component of Monthly Excess Cash Flow Amount. On each Distribution Date (a) on or after the Step-Down Date and (b) on which a Trigger Event is not in effect, the principal distributions from the Principal Distribution Amount will be allocated in the following order of priority: (a) to the Class A Certificates, the lesser of the Principal Distribution Amount and the Class A Principal Distribution Amount, allocated in the following order of priority: (i) to the Class A-1 Certificates, until its principal balance has been reduced to zero; (ii) concurrently, to the Class A-2 and Class A-3 Certificates, allocated pro rata among these certificates, until their respective principal balances have been reduced to zero; and (iii) concurrently, to the Class A-4 and Class A-5 Certificates, allocated pro rata among these certificates, until their respective principal balances have been reduced to zero; (b) the portion of the available Principal Distribution Amount remaining after making the distribution described above in paragraph (a) will be distributed sequentially in the following order of priority: (i) sequentially, in ascending numerical order, to each Class M Certificate, the lesser of the remaining Principal Distribution Amount and the Principal Distribution Amount for such class, until the principal balance of such class has been reduced to zero, (ii) sequentially, in ascending numerical order, to each Class B Certificate, the lesser of the remaining Principal Distribution Amount and the Principal Distribution Amount for such class, until the principal balance of such class has been reduced to zero. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 10 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Notwithstanding the allocation of principal to the Class A Certificates described above, from and after the Distribution Date on which the aggregate principal balances of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1, Class B-2 and Class B-3 Certificates and the overcollateralization amount have been reduced to zero, any principal distributions allocated to the Class A Certificates are required to be allocated pro rata among the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, until their respective principal balances have been reduced to zero, with the exception that (i) if a Sequential Trigger Event I is in effect, principal distributions to the Class A-2 and Class A-3 Certificates will be allocated first to the Class A-2 Certificates, until its principal balance has been reduced to zero, and then to the Class A-3 Certificates, until its principal balance has been reduced to zero, and (ii) if a Sequential Trigger Event II is in effect, principal distributions to the Class A-4 and Class A-5 Certificates will be allocated first to the Class A-4 Certificates, until its principal balance has been reduced to zero, and then to the Class A-5 Certificates, until its principal balance has been reduced to zero. Allocation of Monthly Excess Cashflow Amount. For any Distribution Date, any Monthly Excess Cashflow Amount shall be paid as follows: a) sequentially, in ascending numerical order, to the Class M Certificates, first their remaining unpaid Accrued Certificate Interest, and then their unpaid interest shortfall amount; b) sequentially, in ascending numerical order, to the Class B Certificates, first their remaining unpaid Accrued Certificate Interest, and then their unpaid interest shortfall amount; c) concurrently, any Class A-1 Cap Carryover Amount to the Class A-1 Certificates, any Class A-2 Cap Carryover Amount to the Class A-2 Certificates, any Class A-3 Cap Carryover Amount to the Class A-3 Certificates, any Class A-4 Cap Carryover Amount to the Class A-4 Certificates and any Class A-5 Cap Carryover Amount to the Class A-5 Certificates, pro rata based on their respective principal balances; d) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1, Class B-2 and Class B-3 Certificates, any Cap Carryover Amounts for such classes; e) (i) from any available Yield Maintenance Agreement payments, concurrently and pro rata (based on their respective principal balance immediately prior to such distribution date) to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates up to their respective unpaid Cap Carryover Amount (provided that, if for any distribution date, after the allocation of the remaining unpaid Cap Carryover Amounts to the Class A Certificates, the remaining unpaid Cap Carryover Amount for any of the Class A Certificates is reduced to zero, any amount of remaining unpaid Cap Carryover Amount that would have been allocated to that Class A Certificate for that Distribution Date will instead be allocated, pro rata, based on their respective remaining unpaid Cap Carryover Amounts, to the other Class A Certificates to the extent the other Class A Certificates have any remaining unpaid Cap Carryover Amounts), (ii) from any available Yield Maintenance Agreement payments, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1 and Class B-2 Certificates, in each case, up to their respective remaining Cap Carryover Amounts, and (iii) from any remaining Yield Maintenance Agreement payments from the Yield Maintenance Agreement, after the distributions to the certificates in this paragraph, such remaining amount is required to be distributed as set forth in the pooling and servicing agreement. Payments under this clause e) for the Class A Certificates will be made from the Class A Yield Maintenance Agreement. Payments to the other certificates under this clause e) will be made from a separate yield maintenance agreement. f) to the holders of the Class CE certificates, any remaining amounts. Monthly Excess Cashflow Amount. For any Distribution Date, the amount of available funds for such Distribution Date remaining after making all payments of interest and principal to the certificates. Allocation of Realized Losses. All Realized Losses on the Mortgage Loans will be allocated sequentially on each Distribution Date in the following order of priority, (a) to the excess cash flow, (b) in reduction of the overcollateralization amount, and (c) sequentially, to the Class B-3, Class B-2, Class B-1, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that order. An allocation of any Realized Losses to a Subordinated Certificate (other than the Class CE Certificates) on any Distribution Date will be made by reducing its principal balance, after taking into account all distributions made on such Distribution Date and any increase in principal balance due to a subsequent recovery. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 11 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Once realized losses are allocated sequentially to the Class B-3, Class B-2, Class B-1, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, their principal balances will be permanently reduced by the amount so allocated, and no amounts will be distributable with respect to such written down amounts on that Distribution Date or any future Distribution Date. Realized Losses will not be allocated to reduce the principal balance of the Class A Certificates. Principal Distribution Amount. On any Distribution Date, (1) the sum of (a) the Principal Remittance Amount and (b) the Extra Principal Distribution Amount, if any, minus (2) the Overcollateralization Release Amount, if any. Principal Remittance Amount. On any Distribution Date, the sum, less certain reimbursement and indemnification amounts of: a) all scheduled payments of principal due during the related Collection Period and received by the Servicer on or prior to the related determination date or advanced by the Servicer for the related servicer remittance date, b) the principal portion of all partial and full prepayments received during the related prepayment period, c) the principal portion of all net liquidation proceeds, net condemnation proceeds, net insurance proceeds and subsequent recoveries received during the month prior to the month during which such Distribution Date occurs, d) the principal portion of the repurchase price for any repurchase price for any repurchased Mortgage Loans, that were repurchased during the related prepayment period, e) the principal portion of substitution adjustments received in connection with the substitution of a Mortgage Loan during the related prepayment period, and f) the principal portion of the termination price if the Optional Clean-Up Call is exercised. Extra Principal Distribution Amount. For any Distribution Date, the lesser of (a) the Monthly Excess Interest Amount, after reduction for any Current Interest Shortfall and (b) the Overcollateralization Deficiency Amount for such Distribution Date. Overcollateralization Deficiency Amount: For any Distribution Date, the excess, if any, of (x) the Targeted Overcollateralization Amount for such Distribution Date over (y) the actual overcollateralization amount, after giving effect to distributions of the Principal Distribution Amount (other than the Extra Principal Distribution Amount component) on such Distribution Date). Overcollateralization Release Amount. For any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (x) the Principal Remittance Amount and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on such Distribution Date over (ii) the Targeted Overcollateralization Amount of such Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Class A Principal Distribution Amount. An amount equal to the excess of: (x) the aggregate principal balance of the Class A Certificates immediately prior to such Distribution Date, over (y) the lesser of: (A) the product of (i) 76.00% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the principal balance of the Mortgage Loans as of the Cut-Off Date. Class M-1 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of: (A) the aggregate principal balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date) and (B) the principal balance of the Class M-1 Certificates immediately prior to such Distribution Date, over (y) the lesser of: (A) the product of (i) 85.00% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 12 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Class M-2 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of: (A) the aggregate principal balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (B) the principal balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), and (C) the principal balance of the Class M-2 Certificates immediately prior to such Distribution Date, over (y) the lesser of: (A) the product of (i) 90.00% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. Class M-3 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of (A) the aggregate principal balance of the Class A Certificates (after taking into account any payment of the Class A Principal Distribution Amount on such Distribution Date), (B) the principal balance of the Class M-1 Certificates (after taking into account any payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the principal balance of the Class M-2 Certificates (after taking into account any payment of the Class M-2 Principal Distribution Amount on such Distribution Date), and (D) the principal balance of the Class M-3 Certificates immediately prior to such Distribution Date, over (y) the lesser of (A) the product of (i) 91.80% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. Class M-4 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of (A) the aggregate principal balance of the Class A Certificates (after taking into account any payment of the Class A Principal Distribution Amount on such Distribution Date), (B) the principal balance of the Class M-1 Certificates (after taking into account any payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the principal balance of the Class M-2 Certificates (after taking into account any payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the principal balance of the Class M-3 Certificates (after taking into account any payment of the Class M-3 Principal Distribution Amount on such Distribution Date), and (E) the principal balance of the Class M-4 Certificates immediately prior to such Distribution Date, over (y) the lesser of (A) the product of (i) 95.00% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. Class M-5 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of (A) the aggregate principal balance of the Class A Certificates (after taking into account any payment of the Class A Principal Distribution Amount on such Distribution Date), (B) the balance of the Class M-1 Certificates (after taking into account any payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the balance of the Class M-2 Certificates (after taking into account any payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the balance of the Class M-3 Certificates (after taking into account any payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the principal balance of the Class M-4 Certificates (after taking into account any payment of the Class M-4 Principal Distribution Amount on such Distribution Date), and (F) the principal balance of the Class M-5 Certificates immediately prior to such Distribution Date, over (y) the lesser of (A) the product of (i) 96.30% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. Class B-1 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of (A) the aggregate principal balance of the Class A Certificates (after taking into account any payment of the Class A Principal Distribution Amount on such Distribution Date), (B) the principal balance of the Class M-1 Certificates (after taking into account any payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the principal balance of the Class M-2 Certificates (after taking into account any payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the principal balance of the Class M-3 Certificates (after taking into account any payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the principal balance of the Class M-4 Certificates (after taking into account any payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the principal balance of the Class M-5 Certificates (after taking into account any payment of the Class M-5 Principal Distribution Amount on such Distribution Date), and (G) the principal balance of the Class B-1 Certificates immediately prior to such Distribution Date, over (y) the lesser of (A) the product of (i) 97.30% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 13 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Class B-2 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of (A) the aggregate principal balance of the Class A Certificates (after taking into account any payment of the Class A Principal Distribution Amount on such Distribution Date), (B) the principal balance of the Class M-1 Certificates (after taking into account any payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the principal balance of the Class M-2 Certificates (after taking into account any payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the principal balance of the Class M-3 Certificates (after taking into account any payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the principal balance of the Class M-4 Certificates (after taking into account any payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the principal balance of the Class M-5 Certificates (after taking into account any payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (G) the principal balance of the Class B-1 Certificates (after taking into account any payment of the Class B-1 Principal Distribution Amount on such Distribution Date), and (H) the principal balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (y) the lesser of (A) the product of (i) 98.30% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. Class B-3 Principal Distribution Amount. An amount equal to the excess of: (x) the sum of (A) the aggregate principal balance of the Class A Certificates (after taking into account any payment of the Class A Principal Distribution Amount on such Distribution Date), (B) the principal balance of the Class M-1 Certificates (after taking into account any payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the principal balance of the Class M-2 Certificates (after taking into account any payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the principal balance of the Class M-3 Certificates (after taking into account any payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the principal balance of the Class M-4 Certificates (after taking into account any payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the principal balance of the Class M-5 Certificates (after taking into account any payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (G) the principal balance of the Class B-1 Certificates (after taking into account any payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (H) the principal balance of the Class B-2 Certificates (after taking into account any payment of the Class B-2 Principal Distribution Amount on such Distribution Date), and (I) the principal balance of the Class B-3 Certificates immediately prior to such Distribution Date, over (y) the lesser of (A) the product of (i) 99.30% and (ii) the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate scheduled principal balance of the Mortgage Loans for such Distribution Date over 0.35% of the aggregate scheduled principal balance of the Mortgage Loans as of the Cut-Off Date. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 14 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - --------------------------------------------------------------------------------

(1) All percentages calculated herein are percentages of scheduled principal balance as of the Cut-Off Date unless otherwise noted. (2) None of the Mortgage Loans has a prepayment penalty term in excess of 60 months. (3) Columns may not add up due to rounding. - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 15 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Available Funds Cap. The information in the following table has been prepared in accordance with the following assumptions (i) one and six-month LIBOR remain constant at 20.00%, (iii) day count convention of actual/360 is applied, and (ii) prepayments on the mortgage loans occur at the Pricing Prepayment Assumption. It is highly unlikely, however, that prepayments on the mortgage loans will occur at the Pricing Prepayment Assumption or at any other constant percentage. There is no assurance, therefore, of whether or to what extent the actual mortgage rates on the mortgage loans on any distribution date will conform to the corresponding rate set forth for that distribution date in the following table.

- -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 16 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- Effective Distribution Distribution Available Available Perid Date Funds Cap (%) Funds Cap (%) ------------ ------------ ------------- ------------- 93 25-Jul-13 13.50991 13.50991 94 25-Aug-13 13.10227 13.10227 95 25-Sep-13 13.13131 13.13131 96 25-Oct-13 13.59995 13.59995 97 25-Nov-13 13.19212 13.19212 98 25-Dec-13 13.66475 13.66475 99 25-Jan-14 13.25678 13.25678 100 25-Feb-14 13.29063 13.29063 101 25-Mar-14 14.75327 14.75327 102 25-Apr-14 13.36153 13.36153 103 25-May-14 13.84527 13.84527 104 25-Jun-14 13.43692 13.43692 105 25-Jul-14 13.92561 13.92561 106 25-Aug-14 13.51710 13.51710 107 25-Sep-14 13.55907 13.55907 108 25-Oct-14 14.05577 14.05577 109 25-Nov-14 13.64700 13.64700 110 25-Dec-14 14.14948 14.14948 111 25-Jan-15 13.74052 13.74052 112 25-Feb-15 13.78949 13.78949 113 25-Mar-15 15.32285 15.32285 114 25-Apr-15 13.89208 13.89208 115 25-May-15 14.41066 14.41066 116 25-Jun-15 14.00120 14.00120 117 25-Jul-15 14.52695 14.52695 118 25-Aug-15 14.11728 14.11728 119 25-Sep-15 14.17807 14.17807 120 25-Oct-15 14.71546 14.71546 - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 17 WFALT 2005-2 Preliminary Structural and Collateral Term Sheet October 19, 2005 - -------------------------------------------------------------------------------- The Mortgage Loans - All Collateral (1) Scheduled Principal Balance: $385,306,521 Number of Mortgage Loans: 1,798 Average Scheduled Principal Balance: $214,297 Interest Only Loans: 0.000% Weighted Average Gross Coupon: 6.944% Weighted Average Net Coupon: (2) 6.569% Weighted Average FICO Score: 689 Weighted Average Original LTV Ratio: 85.84% Weighted Average Stated Remaining Term (months): 358 Weighted Average Seasoning (months): 2 Weighted Average Months to Roll: 24 Weighted Average Gross Margin: 3.208% Weighted Average Initial Rate Cap: 3.000% Weighted Average Periodic Rate Cap: 1.000% Weighted Average Gross Maximum Lifetime Rate: 12.941% (1) All percentages calculated herein are percentages of scheduled principal balance unless otherwise noted as of the Cut-Off Date. (2) The Weighted Average Net Coupon is equivalent to the Weighted Average Gross Coupon less the Servicing Fee.

- -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). Information contained in this material is current as of the date appearing on this material only and supersedes all prior information regarding such securities and assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information included in the final prospectus for any securities actually sold to you and by any other information subsequently filed with the SEC. This material may be filed with the SEC and incorporated by reference into an effective registration statement previously filed with the SEC. Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman, Sachs & Co. imposing any limitation of any kind. 23 Appendix A This transaction will contain a one-month LIBOR Yield Maintenance Agreement (the "Class A Yield Maintenance Agreement") available to pay Cap Carryover Amounts on all the Offered Certificates in the manner described herein. The Class A Yield Maintenance Agreement will have an initial notional amount of approximately $338,744,000, a term of 33 months beginning on the first Distribution Date and a strike rate as detailed in the table below with an upper strike rate of 9.80856%. The Class A Yield Maintenance Agreement notional amount will be the lesser of (i) the notional amount as detailed in the amortization schedule table below and (ii) the aggregate principal balance of the Offered Certificates for such Distribution Date. The Class A Yield Maintenance Agreement Notional Amount Amortization Schedule - ----------------------------------------------------------------------------- Class A Yield Maintenance Distribution Agreement Period (months) Distribution Date Strike Rate (%) Notional Amount ($) - --------------- ----------------- --------------- ------------------- 1 25-Nov-05 6.48685 338,744,000.00 2 25-Dec-05 5.96328 327,160,384.26 3 25-Jan-06 5.70668 315,919,041.36 4 25-Feb-06 5.69029 305,014,190.98 5 25-Mar-06 6.45777 294,435,806.29 6 25-Apr-06 5.65548 284,174,158.18 7 25-May-06 5.88343 274,219,806.45 8 25-Jun-06 5.61771 264,563,591.25 9 25-Jul-06 5.84665 255,196,624.80 10 25-Aug-06 5.57667 246,110,283.29 11 25-Sep-06 5.55482 237,296,199.10 12 25-Oct-06 5.78533 228,746,253.19 13 25-Nov-06 5.50819 220,452,567.75 14 25-Dec-06 5.73982 212,407,499.05 15 25-Jan-07 5.45731 204,603,630.49 16 25-Feb-07 5.43011 197,033,765.90 17 25-Mar-07 6.24333 189,690,922.97 18 25-Apr-07 5.37548 182,568,326.96 19 25-May-07 5.61027 175,659,485.42 20 25-Jun-07 5.31164 168,957,935.01 21 25-Jul-07 5.54773 162,457,487.62 22 25-Aug-07 6.54420 156,152,139.12 23 25-Sep-07 8.22961 150,066,836.24 24 25-Oct-07 8.60050 144,197,303.71 25 25-Nov-07 8.21039 138,502,367.06 26 25-Dec-07 8.58661 132,976,837.14 27 25-Jan-08 8.18769 127,615,694.78 28 25-Feb-08 8.63154 122,414,069.12 29 25-Mar-08 10.10394 0.00 30 25-Apr-08 9.23886 112,489,652.66 31 25-May-08 9.68566 107,750,877.78 32 25-Jun-08 9.23823 103,152,861.34 33 25-Jul-08 9.69713 98,691,438.19 34 & Above 25-Sep-08 N/A N/A - -------------------------------------------------------------------------------- The information herein has been provided solely by Goldman, Sachs & Co. Neither the issuer of the certificates not any of its affiliates makes any representation as to the accuracy or completeness of the information here. The information herein is preliminary and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission ("SEC"). This material is furnished to you solely by Goldman, Sachs & Co., acting as underwriter and not as agent of the issuer. This material is for your private information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable, but we do not represent that it is accurate or complete and it should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may not pertain to any securities that will actually be sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. We and our affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy or sell, the securities mentioned herein or derivatives thereof (including options). 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% Silent Seconds = 8.42 % Purchase loans = 74.59 Underwriting guidelines attached. There are no second lien loans in the deal. RA loss assumptions: S&P 0.85 Moodys 1.25 Disclaimer: This material has been prepared by the Fixed Income Trading/Sales Department and is not the product of the Fixed Income Research Department. This material is for your private information, and we are not soliciting any action based upon it. Certain transactions, including those involving futures, options and high yield securities, give rise to substantial risk and are not suitable for all investors. Opinions expressed are our present opinions only. The material is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. We, or persons involved in the preparation or issuance of this material, may, from time to time, have long or short positions in, and buy or sell, securities, futures or options identical with or related to those mentioned herein. Further information on any of the securities, futures, or options mentioned in this material may be obtained upon request. WFALT 2005-2 -- New Issue Announcement (external) GS Lead Manager & Sole Bookrunner $338.744mm approx Class S&P/Moodys Size(mm) Grp Cr.Spt AvL Prin.Wndw Guidance A-1 AAA/Aaa 215.553 ALL 12.00 1.00 11/05-01/08 1mL+12 A-2 AAA/Aaa 59.978 ALL 12.00 3.00 01/08-12/09 1mL+26 A-3 AAA/Aaa 63.213 ALL 12.00 5.63 12/09-01/12 1mL+37 Expected Deal Timing: Intex Preprice - Dealname: GSWFALT20052, Password: 6JJ6 Launch/Price - on or before 10/21 Settle - 10/28 Termsheet - Attached [WFALT 2005-2 Term Sheet Oct18.pdf] GS Structured Products Global Syndicate Europe: Mitch Resnick & Tets Ishikawa +44 (0)20 7774-3068 Asia: Omar Chaudhary +81 (3) 6437-7198 N. America: Bunty Bohra, Scott Wisenbaker, Scott Walter & Tony Kim +1 (212) 902-7645 Disclaimer: This material has been prepared specifically for you and contains indicative terms only. All material contained herein, including proposed terms and conditions are for discussion purposes only. Finalized terms and conditions are subject to further discussion and negotiation. Goldman Sachs does not provide accounting, tax or legal advice; such matters should be discussed with your advisors and or counsel. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of this material that are necessary to support any U.S. federal income tax benefits, without Goldman Sachs imposing any limitation of any kind. WFALT 2005-2 -- New Issue Announcement (external) GS Lead Manager & Sole Bookrunner $338.744mm approx Class S&P/Moodys Size(mm) Grp Cr.Spt AvL Prin.Wndw Guidance A-1 AAA/Aaa 215.553 ALL 12.00 1.00 11/05-01/08 1mL+12 A-2 AAA/Aaa 53.980 ALL 20.80 3.00 01/08-12/09 1mL+26 A-3 AAA/Aaa 5.998 ALL 12.00 3.00 01/08-12/09 1mL+31 A-4 AAA/Aaa 56.891 ALL 20.80 5.63 12/09-01/12 1mL+36 A-5 AAA/Aaa 6.322 ALL 12.00 5.63 12/09-01/12 1mL+41 Expected Deal Timing: Intex Preprice - Dealname: GSWFALT20052, Password: 6JJ6 Launch/Price - on or before Oct 21 Settle - Oct 28 Termsheet - Attached [WFALT 2005-2 Term Sheet Oct19.pdf] GS Structured Products Global Syndicate Europe: Mitch Resnick & Tets Ishikawa +44 (0)20 7774-3068 Asia: Omar Chaudhary +81 (3) 6437-7198 N. America: Bunty Bohra, Scott Wisenbaker, Scott Walter & Tony Kim +1 (212) 902-7645 Disclaimer: This material has been prepared specifically for you and contains indicative terms only. All material contained herein, including proposed terms and conditions are for discussion purposes only. Finalized terms and conditions are subject to further discussion and negotiation. Goldman Sachs does not provide accounting, tax or legal advice; such matters should be discussed with your advisors and or counsel. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of this material that are necessary to support any U.S. federal income tax benefits, without Goldman Sachs imposing any limitation of any kind. In response to the questions for WFALT 05-2: 1) What % of the FL loans are condo? A: 37.68% (5.79% of the pool) 2) What % of FL condo loans are investor? A: 58.23% (3.37% of the pool) Disclaimer: This material has been prepared by the Fixed Income Trading/Sales Department and is not the product of the Fixed Income Research Department. This material is for your private information, and we are not soliciting any action based upon it. Certain transactions, including those involving futures, options and high yield securities, give rise to substantial risk and are not suitable for all investors. Opinions expressed are our present opinions only. The material is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. We, or persons involved in the preparation or issuance of this material, may, from time to time, have long or short positions in, and buy or sell, securities, futures or options identical with or related to those mentioned herein. Further information on any of the securities, futures, or options mentioned in this material may be obtained upon request. Please note: DTI information is not available, and there are no IO loans in the pool. Disclaimer: This material has been prepared by the Fixed Income Trading/Sales Department and is not the product of the Fixed Income Research Department. This material is for your private information, and we are not soliciting any action based upon it. Certain transactions, including those involving futures, options and high yield securities, give rise to substantial risk and are not suitable for all investors. Opinions expressed are our present opinions only. The material is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. We, or persons involved in the preparation or issuance of this material, may, from time to time, have long or short positions in, and buy or sell, securities, futures or options identical with or related to those mentioned herein. Further information on any of the securities, futures, or options mentioned in this material may be obtained upon request. This loan is getting dropped in due diligence according to Nasko - -----Original Message----- From: Deliiska, Asseneta N. Sent: Thursday, October 06, 2005 10:09 AM To: Muehlhauser, Eric Subject: RE: WFALT 05-2 Computational Materials (external) Eric, Wells' counsel brought to my attention yesterday that there is 1 loan with no MI although OLTV is > than 80% I had to change the language in the termsheet to substantially all vs all regarding this. Just wanted to let you know Attached are the cash flow tables for CPM. We have highlighted in red the date for each scenario at which the coupon steps up. Note that in each scenario from 10cpr to 40cpr, the step-up date occurs after the bond's principal step-down date at approximately the same remaining balance. Only for the 50cpr scenario does the coupon step up prior to the bond's principal step down, allowing the higher coupon to take effect at a higher remaining balance. This explains why the DM for the 10-40cpr scenarios is fairly constant, and then much higher for the 50cpr scenario. I will forward the requested information on simultaneous seconds shortly. Please let me know if there are further questions. Thanks, Eric Disclaimer: This material has been prepared by the Fixed Income Trading/Sales Department and is not the product of the Fixed Income Research Department. This material is for your private information, and we are not soliciting any action based upon it. Certain transactions, including those involving futures, options and high yield securities, give rise to substantial risk and are not suitable for all investors. Opinions expressed are our present opinions only. The material is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. We, or persons involved in the preparation or issuance of this material, may, from time to time, have long or short positions in, and buy or sell, securities, futures or options identical with or related to those mentioned herein. Further information on any of the securities, futures, or options mentioned in this material may be obtained upon request. -----END PRIVACY-ENHANCED MESSAGE-----