Exhibit 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (the "Agreement"), dated as of [
],
is between Wells Fargo Asset Securities Corporation, a Delaware
corporation (the
"Company"), and Wells Fargo Bank, N.A., a national banking
association ("Wells
Fargo Bank" or, the "Seller").
The
Company and Wells Fargo Bank 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 [ ] (the "Pooling and Servicing Agreement"), among the
Company,
Wells Fargo Bank, as servicer (the "Servicer"), HSBC Bank USA,
National
Association, as trustee (the "Trustee"), and Wells Fargo Bank,
N.A., as
securities administrator (the "Securities Administrator"), relating
to the
issuance of the Company's Home Equity Asset-Backed Certificates,
Series 200 -
(the "Certificates") or, if not defined therein, in the
underwriting agreement,
dated [ ] and terms agreement, dated [ ] (together, the
"Underwriting
Agreement"), among the Company, Wells Fargo Bank and [ ], or in the
purchase
agreement dated [ ] and the purchaser terms agreement, dated [ ]
(together, the
"Purchase Agreement"), among the Company, Wells Fargo Bank and [
].
2.
Assignment
of Servicing Agreements. Wells Fargo Bank agrees to sell,
and the Company agrees to purchase, the mortgage loans listed in
Exhibit I
hereto and all of Wells Fargo Bank's interest with respect to the
Mortgage Loans
as the owner in, to and under each Servicing Agreement (as defined
in the
Pooling and 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
Wells Fargo Bank on the Closing Date in immediately available
funds.
Upon
payment of the Purchase Price, Wells Fargo Bank shall be deemed
to
have transferred, assigned, set over and otherwise conveyed to the
Company all
the right, title and interest of Wells Fargo Bank in and to the
Mortgage Loans
including all interest and principal received or receivable by
Wells Fargo Bank
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 Wells Fargo Bank 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 Wells Fargo Bank's right, title and
interest in and
to the proceeds of any related title, hazard, primary mortgage or
other
insurance policies, all of Wells Fargo Bank'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 Wells Fargo Bank, and Wells Fargo Bank 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). Wells Fargo Bank
further agrees
to deliver such other documents, instruments and agreements as the
Company or
the Trustee shall reasonably request.
4.
Representations and Warranties; Covenants. Wells Fargo Bank
hereby
represents and warrants to the Company that (i) the Company's
representations
and warranties to the Trustee pursuant to Section 2.04 of the
Pooling and
Servicing Agreement are true and correct, as of the date thereof,
and (ii) Wells
Fargo Bank has not dealt with any broker, investment banker, agent
or other
person (other than the Company and [ ]) who may be entitled to any
commission or
compensation in connection with the sale of the Mortgage Loans.
Wells Fargo Bank
hereby agrees to cure any breach of such representations and
warranties in
accordance with the terms of the Pooling and Servicing
Agreement.
Wells
Fargo Bank 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 Wells Fargo Bank 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) Wells
Fargo Bank pays
one-time premiums to such LPMI Insurers such that all outstanding
LPMI Policies
will remain in force until the related Mortgage Loans have been
paid in full or
otherwise liquidated, without the requirement of any further
premium payments.
5.
Repurchase
or
