|
EXHIBIT 10.2
MORTGAGE LOAN PURCHASE AGREEMENT
--------------------------------
This Mortgage Loan Purchase Agreement (the "Agreement"), dated
as of
October 29, 2007, is between Wells Fargo Asset Securities
Corporation, a
Delaware corporation (the "Company"), and Wells Fargo Bank,
N.A., a national
banking association (the "Seller" or "Wells Fargo Bank").
The Company and the Seller hereby recite and agree as
follows:
1. Defined Terms. Terms used without definition herein shall
have
the respective meanings assigned to them in the Pooling and
Servicing Agreement,
dated as of October 29, 2007 (the "Pooling and Servicing
Agreement"), among the
Company, Wells Fargo Bank, as master servicer (the "Master
Servicer"), and HSBC
Bank USA, National Association, as trustee (the "Trustee"),
relating to the
issuance of the Company's Mortgage Asset-Backed Pass-Through
Certificates,
Series 2007-PA5 (the "Certificates") or, if not defined therein,
in the
underwriting agreement, dated February 15, 2006 and terms
agreement, dated
September 26, 2007 (together, the "Underwriting Agreement"),
among the Company,
Wells Fargo Bank and Citigroup Global Markets Inc.
("Citigroup").
2. Assignment of Servicing Agreements. The Seller agrees to
sell,
and the Company agrees to purchase, the mortgage loans (the
"Mortgage Loans"),
other than the Fixed Retained Yield with respect to the Mortgage
Loans, listed
on the Mortgage Loan Schedule and all of the Seller's interest
with respect to
the Mortgage Loans as the owner in, to and under each Servicing
Agreement.
3. Purchase Price; Purchase and Sale. The purchase price
(the
"Purchase Price") for the Mortgage Loans shall consist of $[ ]
payable by the
Company to the Seller on the Closing Date in immediately
available funds and the
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates
(the "Class B Certificates") transferred by the Company to the
Seller on the
Closing Date.
Upon payment of the Purchase Price, the Seller shall be deemed
to
have transferred, assigned, set over and otherwise conveyed to
the Company all
the right, title and interest of the Seller in and to the
Mortgage Loans
including all interest and principal received or receivable by
the Seller on or
with respect to the Mortgage Loans after the Cut-Off Date (and
including
scheduled payments of principal and interest due after the
Cut-Off Date but
received by the Seller on or before the Cut-Off Date and
Principal Prepayments
received or applied on the Cut-Off Date, but not including
payments of principal
and interest due on the Mortgage Loans on or before the Cut-Off
Date), together
with all of the Seller's right, title and interest in and to the
proceeds of any
related title, hazard, primary mortgage or other insurance
policies, the
Seller's right to receive amounts, if any, payable on behalf of
any Mortgagor
from the Subsidy Account relating to any Subsidy Loan, all of
the Seller's
rights described in Section 2 above, and all other property and
rights described
in the first paragraph of Section 2.01(a) of the Pooling and
Servicing
Agreement. The Company hereby directs the Seller, and the Seller
hereby agrees,
to deliver to the Trustee or Custodian on behalf of the Trustee,
all documents,
instruments and agreements required to be delivered by the
Company to the
Trustee under the Pooling and Servicing Agreement; including,
without
limitation, the documents required to be delivered under Section
2.01(a) of the
Pooling and Servicing Agreement; and upon the occurrence of a
Document Transfer
Event, the documents required to be delivered under Section
2.01(b). The Seller
further agrees to deliver such other documents, instruments and
agreements as
the Company or the Trustee shall reasonably request.
4. Representations and Warranties; Covenants. The Seller
hereby
represents and warrants to the Company that (i) the Company's
representations
and warranties to the Trustee pursuant to Section 2.03(b) of the
Pooling and
Servicing Agreement are true and correct, as of the date
thereof, and (ii)
Seller has not dealt with any broker, investment banker, agent
or other person
(other than the Company and Citigroup) who may be entitled to
any commission or
compensation in connection with the sale of the Mortgage Loans.
The Seller
hereby agrees to cure any breach of such representations and
warranties in
accordance with the terms of the Pooling and Servicing
Agreement.
The Seller hereby agrees to continue to pay on behalf of the
Company
and its successors and assignees, promptly as they become due,
any lender-paid
primary mortgage insurance premiums ("LPMI Premiums") with
respect to any
lender-paid primary mortgage insurance policy (an "LPMI Policy")
on each
Mortgage Loan so insured as of the Cut-Off Date, until such
Mortgage Loan has
been paid in full or otherwise liquidated; provided, however,
that the foregoing
obligation of the Seller shall terminate with respect to all
such Mortgage Loans
in the event that either (i) another entity acceptable to the
insurers of such
LPMI Policies (the "LPMI Insurers") and the rating agencies
rating the
Certificates undertakes to pay such LPMI Premiums, or (ii) the
Seller pays
one-time
| 
