Exhibit 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement"), dated
as
of March 30, 2007, 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 March 30, 2007 (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 2007-1
(the "Certificates") or, if not defined therein, in the
underwriting agreement,
dated November 2, 2006 and terms agreement, dated February 12, 2007
(together,
the "Underwriting Agreement"), among the Company, Wells Fargo Bank
and Barclays
Capital Inc., or in the purchase agreement dated November 2, 2006
and the
purchaser terms agreement, dated February 12, 2007 (together, the
"Purchase
Agreement"), among the Company, Wells Fargo Bank and Barclays
Capital Inc.
2. Assignment of Servicing Agreements. Wells Fargo Bank agrees
to
sell, and the Company agrees to purchase, the mortgage loans (the
"Mortgage
Loans") listed on the Mortgage Loan Schedule and all of Wells Fargo
Bank's
interest with respect to the Mortgage Loans.
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
applicable
Cut-off Date (and including scheduled payments of principal and
interest due
after the applicable Cut-off Date but received by Wells Fargo Bank
on or before
such Cut-off Date and Principal Prepayments received or applied on
the
applicable Cut-off Date, but not including payments of principal
and interest
due on the Mortgage Loans on or before such 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 Barclays Capital
Inc.) 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 (other than the Covered Mortgage Loans) so insured as
of the
applicable 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 Pol
