EXHIBIT 10.2
MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
October 25, 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 25, 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 Pass-Through Certificates,
Series 2007-AR5
(the "Certificates") or, if not defined therein, in the
underwriting agreement,
dated February 15, 2006, and terms agreement, dated September 14,
2007
(together, the "Underwriting Agreement"), among the Company, Wells
Fargo Bank
and Credit Suisse Securities (USA) LLC ("Credit Suisse"), or in the
purchase
agreement, dated May 10, 2004, and the purchaser terms agreement,
dated
September 14, 2007 (together, the "Purchase Agreement"), among the
Company,
Wells Fargo Bank and Credit Suisse.
2.
Assignment of Servicing Agreements. The Seller agrees to sell, and
the
Company agrees to purchase, the mortgage loans (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.
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, the Seller's
right, title
and interest in and to the proceeds of the Letters of Credit, 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 Credit Suisse) 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 premiums to such LPMI Insurers such that all outstanding
LPMI Policies
will remain in force u
