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EXHIBIT 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of
December 21, 2006, 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 December 21, 2006 (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 2006-3
(the "Certificates") or, if not defined therein, in the
underwriting agreement,
dated November 2, 2006 and terms agreement, dated November 2, 2006
(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 November 2, 2006 (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 Mo
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