UNDERWRITING AGREEMENT

                                                                     EXHIBIT 1.1

                    WELLS FARGO ASSET SECURITIES CORPORATION
                            Asset-Backed Certificates

                              (Issuable in Series)

                              UNDERWRITING AGREEMENT

                                                    Dated as of November 2, 2006

Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

Ladies and Gentlemen:

      Wells Fargo Asset Securities Corporation, a Delaware corporation ("WFASC"
or the "Seller") proposes to issue and sell from time to time its Asset-Backed
Certificates in various series, each series of which may be divided into
classes, in one or more offerings on terms determined at the time of sale. One
or more series of Asset-Backed Certificates may be offered through you, as
underwriter (the "Underwriter"). Whenever WFASC determines to make an offering
of a series of its Asset-Backed Certificates through the Underwriter, WFASC and
Wells Fargo Bank, N.A., a national banking association (in such capacity, "Wells
Fargo Bank"), will enter into an agreement (the "Terms Agreement") with the
Underwriter, in substantially the form attached hereto as Exhibit A, providing
for the sale of such series of Asset-Backed Certificates to the Underwriter.
WFASC is a wholly-owned subsidiary of Wells Fargo Bank. The Asset-Backed
Certificates of the series and classes to be sold in each offering to the
Underwriter under this Underwriting Agreement, as supplemented by the applicable
Terms Agreement, are hereinafter referred to as the "Certificates." The
Asset-Backed Certificates of the same series that are not being sold in each
offering to the Underwriter under this Underwriting Agreement are hereinafter
referred to as the "Other Certificates." The Certificates will have the
characteristics set forth in the applicable Terms Agreement and will evidence
the ownership interests in a trust consisting of a pool of mortgage loans
acquired by WFASC (the "Mortgage Loans") and related property (collectively, the
"Trust Fund"). The Mortgage Loans will be of the type described in, and will
have the characteristics and aggregate principal balance set forth in, the
Issuer Free Writing Prospectus and the Prospectus (in each case as hereinafter
defined).

      The Certificates will be issued pursuant to a pooling and servicing
agreement (the "Pooling and Servicing Agreement"), dated as of the close of
business on the date specified in the applicable Terms Agreement as the closing
date (such date, the "Closing Date"), by and among WFASC, as depositor, Wells
Fargo Bank, as servicer (in such capacity, the "Servicer"), the trustee
identified in the applicable Terms Agreement, as trustee (the "Trustee"), if
applicable, the securities administrator identified in the applicable Terms
Agreement, as securities administrator (the "Securities Administrator") and, if
applicable, the credit risk manager identified in the applicable Terms Agreement
as the credit risk manager (the "Credit Risk Manager"). The Certificates will be
issued in denominations of $25,000, or such lesser or greater amounts as may be
specified in the applicable Terms Agreement, and will have the terms set forth
in the Issuer Free Writing Prospectus and the Prospectus. The Certificates will
conform in all material respects to the description thereof contained in the
applicable Terms Agreement, the Issuer Free Writing Prospectus and the
Prospectus. Each offering of Asset-Backed Certificates under this Underwriting
Agreement will be governed by this Underwriting Agreement as supplemented by the
applicable Terms Agreement. This Underwriting Agreement, as supplemented by the
applicable Terms Agreement, is referred to herein as this "Agreement".

      1. Representations and Warranties. (a) WFASC represents and warrants to,
and agrees with, the Underwriter as of the date of the applicable Terms
Agreement that:

            (i) A registration statement (with the file number set forth in the
      related Terms Agreement), including a prospectus (the "Base Prospectus"),
      has been filed with the Securities and Exchange Commission (the
      "Commission") and has become effective under the Securities Act of 1933,
      as amended (the "Act"), was declared effective by the Commission within
      three years of the Closing Date and no stop order suspending the
      effectiveness of such registration statement has been issued and no
      proceedings for that purpose have been initiated or, to WFASC's knowledge,
      threatened by the Commission; and the Base Prospectus in the form in which
      it will be used in connection with the offering of the Certificates is
      proposed to be supplemented by a prospectus supplement relating to the
      Certificates and, as so supplemented, to be filed with the Commission
      pursuant to Rule 424 under the Act. (Such registration statement, as
      amended to the date of the applicable Terms Agreement, is hereinafter
      referred to as the "Registration Statement"; such prospectus supplement,
      as first filed with the Commission, is hereinafter referred to as the
      "Prospectus Supplement"; and such Base Prospectus, in the form in which it
      will first be filed with the Commission in connection with the offering of
      the Certificates, as supplemented by the Prospectus Supplement, is
      hereinafter referred to as the "Prospectus").

            (ii) The Registration Statement and the Prospectus, as of the date
      of the Prospectus Supplement, will conform, and the Registration Statement
      and the Prospectus, as revised, amended or supplemented and filed with the
      Commission prior to the termination of the offering of the Certificates,
      as of their respective effective or issue dates, will conform in all
       material respects to the requirements of the Act and the rules and
      regulations of the Commission thereunder applicable to such documents as
      of such respective dates, and the Registration Statement and the
      Prospectus, as revised, amended or supplemented and filed with the
      Commission as of the Closing Date, will conform in all material respects
      to the requirements of the Act and the rules and regulations of the
      Commission thereunder applicable to such documents; and the Registration
      Statement and the Prospectus, as of the date of the Prospectus Supplement,
      will not include any untrue statement of a material fact and will not omit
      to state a material fact required to be stated therein or necessary to
       make the statements therein not misleading and, in the case of the
      Prospectus, as revised, amended or supplemented and filed prior to the
      Closing Date, as of the Closing Date, will not include any untrue
      statement of a material fact and will not omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; provided, however, that WFASC makes no representations,
      warranties or agreements as to the information contained in or omitted
      from the Prospectus or any revision or amendment thereof or supplement
      thereto in reliance upon and in conformity with information furnished in
      writing to WFASC by or on behalf of the Underwriter specifically for use
      in connection with the preparation of the Registration Statement , the
      Prospectus or the Time of Sale Information (as defined in Section 7(f)
      below) or any revision or amendment thereof or supplement thereto. The
      Time of Sale Information, as amended or supplemented, will not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading, in either case at the Time of
      Sale (as defined in Section 7(f) below) to the applicable investor;
      provided, however, that WFASC makes no representations, warranties or
      agreements as to the information contained in or omitted from the Time of
      Sale Information or any revision or amendment thereof or supplement
      thereto in reliance upon and in conformity with information furnished in
      writing to WFASC by or on behalf of the Underwriter specifically for use
      in connection with the preparation of the Registration Statement, the
      Prospectus or the Time of Sale Information or any revision or amendment
      thereof or supplement thereto.

            (iii) Assuming that it is rated at the time of issuance in one of
       the two highest rating categories by a nationally recognized statistical
      rating organization, each Certificate designated as a "mortgage related
      security" in the Prospectus will, at the time of issuance, be a "mortgage
      related security," as such term is defined in Section 3(a)(41) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act").

            (iv) Each of the Certificates will conform in all material respects
      to the description thereof contained in the Issuer Free Writing Prospectus
      and the Prospectus, and each of the Certificates, when validly
      authenticated, issued and delivered in accordance with the Pooling and
      Servicing Agreement, will be duly and validly issued and outstanding and
      entitled to the benefits of the Pooling and Servicing Agreement, and
      immediately prior to the delivery of the Certificates to the Underwriter,
      WFASC will own the Certificates, and upon such delivery the Underwriter
      will acquire title thereto, free and clear of any lien, pledge,
      encumbrance or other security interest other than one created or granted
      by the Underwriter or permitted by the Pooling and Servicing Agreement.

            (v) This Agreement has been duly authorized, executed and delivered
      by WFASC and, as of the Closing Date, the Pooling and Servicing Agreement
      will have been duly authorized, executed and delivered by WFASC and will
      conform in all material respects to the description thereof contained in
      the Issuer Free Writing Prospectus and the Prospectus and, assuming the
      valid execution thereof by the other parties thereto, will constitute a
      valid and binding agreement of WFASC enforceable in accordance with its
      terms, except as the same may be limited by bankruptcy, insolvency,
      reorganization or other laws relating to or affecting the enforcement of
      creditors' rights and by general equity principles.

            (vi) WFASC has been duly incorporated and is validly existing as a
      corporation in good standing under the laws of the State of Delaware with
      corporate power and authority to own its properties and conduct its
      business as described in the Issuer Free Writing Prospectus and the
       Prospectus and to enter into and perform its obligations under the Pooling
      and Servicing Agreement and this Agreement.

            (vii) Neither the issuance or delivery of the Certificates, nor the
      consummation of any other of the transactions contemplated herein, nor
      compliance with the provisions of the Pooling and Servicing Agreement or
      this Agreement, will conflict with or result in the breach of any material
      term or provision of the certificate of incorporation or bylaws of WFASC,
      and WFASC is not in breach or violation of or in default (nor has an event
      occurred which with notice or lapse of time or both would constitute a
      default) under the terms of (i) any indenture, contract, lease, mortgage,
       deed of trust, note agreement or other evidence of indebtedness or other
      agreement, obligation or instrument to which WFASC is a party or by which
      it or its properties are bound, or (ii) any law, decree, order, rule or
      regulation applicable to WFASC of any court or supervisory, regulatory,
      administrative or governmental agency, body or authority, or arbitrator
      having jurisdiction over WFASC, or its properties, the default in or the
      breach or violation of which would have a material adverse effect on WFASC
      or the ability of WFASC to perform its obligations under the Pooling and
      Servicing Agreement; and neither the delivery of the Certificates, nor the
      consummation of any other of the transactions contemplated herein, nor the
      compliance with the provisions of the Pooling and Servicing Agreement or
      this Agreement will result in such a breach, violation or default which
      would have such a material adverse effect.

            (viii) No filing or registration with, notice to, or consent,
      approval, authorization or order or other action of, any court or
      governmental authority or agency is required for the consummation by WFASC
      of the transactions contemplated by this Agreement or the Pooling and
      Servicing Agreement (other than as required under state securities laws or
      Blue Sky laws, as to which no representations and warranties are made by
      WFASC), except such as have been, or will have been prior to the Closing
      Date, obtained under the Act, and such recordations of the assignment of
      the Mortgage Loans to the Trustee or, if applicable, to the Securities
      Administrator on behalf of the Trustee, pursuant to the Pooling and
      Servicing Agreement that have not yet been completed.

            (ix) There is no action, suit or proceeding before or by any court,
      administrative or governmental agency, or other tribunal, domestic or
      foreign, now pending to which WFASC is a party, or, to the best of WFASC's
      knowledge, threatened against WFASC, which could reasonably result
      individually or in the aggregate in any material adverse change in the
      condition (financial or otherwise), earnings, affairs, regulatory
      situation or business prospects of WFASC or could reasonably interfere
      with or materially and adversely affect the consummation of the
      transactions contemplated herein.

            (x) On the Closing Date the representations and warranties made by
       WFASC in the Pooling and Servicing Agreement will be true and correct in
      all material respects as of the date made.

            (xi) At the time of execution and delivery of the Pooling and
      Servicing Agreement, WFASC will own the mortgage notes (the "Mortgage
      Notes") being transferred to the Trust Fund pursuant thereto, free and
      clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or
      other security interest (collectively, "Liens"), except to the extent
       permitted in the Pooling and Servicing Agreement, and will not have
      assigned to any person other than the Trust Fund any of its right, title
      or interest in the Mortgage Notes. WFASC will have the power and authority
      to transfer the Mortgage Notes to the Trust Fund and to transfer the
      Certificates to the Underwriter, and, upon execution and delivery to the
      Trustee of the Pooling and Servicing Agreement, payment by the Underwriter
      for the Certificates, and delivery to the Underwriter of the Certificates,
      the Trust Fund will own the Mortgage Notes and the Underwriter will
      acquire title to the Certificates, in each case free of Liens except to
      the extent permitted by the Pooling and Servicing Agreement.

             (xii) Any taxes, fees and other governmental charges in connection
      with the execution, delivery and issuance of this Agreement, the Pooling
      and Servicing Agreement and the Certificates have been or will be paid by
      WFASC on or prior to the Closing Date, except for fees for recording
      assignments of mortgage loans to the Trustee or, if applicable, to the
      Securities Administrator on behalf of the Trustee, pursuant to the Pooling
      and Servicing Agreement that have not yet been completed, which fees will
      be paid by WFASC in accordance with the Pooling and Servicing Agreement.

            (xiii) The transfer of the Mortgage Loans and the related assets to
      the Trust Fund on the Closing Date will be treated by WFASC for financial
      accounting and reporting purposes as a sale of assets and not as a pledge
      of assets to secure debt.

            (xiv) WFASC acknowledges and agrees that (i) the purchase and sale
      of the Certificates pursuant to this Agreement is an arm's-length
      commercial transaction between WFASC and Wells Fargo Bank on the one hand,
      and the Underwriter, on the other, (ii) in connection therewith and with
      the process leading to such transaction, the Underwriter is acting solely
      as a principal and not the agent or fiduciary of WFASC, (iii) the
      Underwriter has not assumed an advisory or fiduciary responsibility in
      favor of WFASC with respect to the offering contemplated hereby or the
      process leading thereto (irrespective of whether the Underwriter has
      advised or is currently advising WFASC on other matters) or any other
      obligation to WFASC except the obligations expressly set forth in this
      Agreement and (iv) WFASC has consulted its own legal advisors to the
      extent it deemed appropriate.

            (xv) WFASC is not, and on the date on which the first bona fide
      offer of the Certificates is made will not be, an "ineligible issuer," as
      defined in Rule 405 under the Act.

      (b) Wells Fargo Bank represents and warrants to, and agrees with, the
Underwriter as of the date of the applicable Terms Agreement that:

            (i) Wells Fargo Bank is a national banking association duly
      chartered and validly existing in good standing under the laws of the
      United States with corporate power and authority to own its properties and
      conduct its business as described in the Prospectus and the Issuer Free
      Writing Prospectus and to enter into and perform its obligations under
      this Agreement.

            (ii) The execution and delivery by Wells Fargo Bank of this
      Agreement are within the corporate power of Wells Fargo Bank and have been
      duly authorized by all necessary corporate action on the part of Wells
      Fargo Bank.

            (iii) Neither the execution and delivery of this Agreement, nor the
      consummation by Wells Fargo Bank of any other of the transactions
      contemplated herein, nor compliance with the provisions of this Agreement,
      will conflict with or result in the breach of any material term or
      provision of the corporate charter or bylaws of Wells Fargo Bank.

            (iv) This Agreement has been duly authorized, executed and delivered
      by Wells Fargo Bank.

            (v) Wells Fargo Bank acknowledges and agrees that (i) the purchase
      and sale of the Certificates pursuant to this Agreement is an arm's-length
      commercial transaction between WFASC and Wells Fargo Bank, on the one
       hand, and the Underwriter, on the other, (ii) in connection therewith and
      with the process leading to such transaction, the Underwriter is acting
      solely as a principal and not the agent or fiduciary of Wells Fargo Bank,
      (iii) the Underwriter has not assumed an advisory or fiduciary
      responsibility in favor of Wells Fargo Bank with respect to the offering
      contemplated hereby or the process leading thereto (irrespective of
      whether the Underwriter has advised or is currently advising Wells Fargo
      Bank on other matters) or any other obligation to Wells Fargo Bank except
      the obligations expressly set forth in this Agreement and (iv) Wells Fargo
      Bank has consulted its own legal advisors to the extent it deemed
      appropriate.

      2. Purchase Price. The purchase price at which the Underwriter will
purchase the Certificates shall be the aggregate purchase price set forth in the
applicable Terms Agreement.

      3. Delivery and Payment. The Certificates shall be delivered at the
office, on the Closing Date specified in the applicable Terms Agreement, which
place, date and time may be changed by agreement between the Underwriter and
WFASC. Delivery of the Certificates shall be made to the Underwriter against
payment by the Underwriter of the purchase price therefor to or upon the order
of WFASC in same-day funds. The Certificates shall be registered in such names
and in such denominations as the Underwriter may have requested not less than
two business days prior to the Closing Date. WFASC agrees to have the
Certificates available for inspection, checking and packaging in New York, New
York, on the business day prior to the Closing Date.

      4. Offering by Underwriter. (a) It is understood that the Underwriter
proposes to offer the Certificates for sale as set forth in the Time of Sale
Information and the Prospectus and that the Underwriter will not offer, sell or
otherwise distribute the Certificates (except for the sale thereof in exempt
transactions) in any state in which the Certificates are not exempt from
registration under state securities laws or Blue Sky laws (except where the
Certificates will have been qualified for offering and sale at the direction of
the Underwriter under such state securities laws or Blue Sky laws). In
connection with such offering(s), the Underwriter agrees to provide WFASC with
information related to the offer and sale of the Certificates that is reasonably
requested by WFASC, from time to time (but not in excess of three years from the
Closing Date), and necessary for complying with its tax reporting obligations,
including, without limitation, the issue price of the Certificates.

      (b) The Underwriter agrees that it will not sell or transfer any
Certificate or interest therein in the initial sale or transfer of such
Certificate by the Underwriter in an amount less than the minimum denomination
for such Certificate to be set forth in the Issuer Free Writing Prospectus and
the Prospectus Supplement.

      (c) The Underwriter further agrees that (i) if it delivers to an investor
the Prospectus in portable document format ("PDF"), upon the Underwriter's
receipt of a request from the investor within the period for which delivery of
the Prospectus is required, the Underwriter will promptly deliver or cause to be
delivered to the investor, without charge, a paper copy of the Prospectus and
(ii) it will provide to WFASC any Underwriter Free Writing Prospectuses (as
defined in Section 9(a)), or portions thereof, which WFASC is required to file
with the Commission in electronic format and will use reasonable efforts to
provide to WFASC such Underwriter Free Writing Prospectuses, or portions
thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and not in a
PDF, except to the extent that WFASC, in its sole discretion, waives such
requirements.

      (d) The Underwriter represents and warrants to, and agrees with, WFASC, as
of the date of the applicable Terms Agreement and as of the Closing Date, that:

            (i) In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member
State"), it has not made and will not make an offer of Certificates to the
public in that Relevant Member State prior to the publication of a prospectus in
relation to the Certificates which has been approved by the competent authority
in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in that Relevant
Member State, all in accordance with the Prospectus Directive, except that it
may, with effect from and including the relevant implementation date, make an
offer of Certificates to the public in that Relevant Member State at any time:


            (A) to legal entities which are authorized or regulated to operate
      in the financial markets or, if not so authorized or regulated, whose
      corporate purpose is solely to invest in securities;


            (B) to any legal entity which has two or more of (1) an average of
      at least 250 employees during the last financial year; (2) a total balance
      sheet of more than (euro)43,000,000 and (3) an annual net turnover of more
      than (euro)50,000,000, as shown in its last annual or consolidated
      accounts; or


            (C) in any other circumstances which do not require the publication
      by the issuer of a prospectus pursuant to Article 3 of the Prospectus
      Directive.


            For the purposes of this representation, the expression an "offer of
Certificates to the public" in relation to any Certificates in any Relevant
Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Certificates to be offered so as
to enable an investor to decide to purchase or subscribe the Certificates, as
the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State, and the expression "Prospectus
Directive" means the European Commission Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.


            (ii) It has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the United
Kingdom Financial Services and Markets Act 2000 (the "FSMA")) received by it in
connection with the issue or sale of the Certificates in circumstances in which
Section 21(1) of the FSMA does not apply to the issuer.


            (iii) It has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to the Certificates
in, from or otherwise involving the United Kingdom.

      5. Agreements. WFASC agrees with the Underwriter that:

      (a) WFASC will cause the Prospectus to be filed with the Commission
pursuant to Rule 424 under the Act and, if necessary, within 15 days of the
Closing Date, will file a report on Form 8-K setting forth specific information
concerning the Certificates, and will promptly advise the Underwriter when the
Prospectus has been so filed, and, prior to the termination of the offering of
the Certificates, will also promptly advise the Underwriter (i) when any
amendment to the Registration Statement has become effective or any revision of
or supplement to the Prospectus has been so filed (unless such amendment,
revision or supplement does not relate to the Certificates), (ii) of any request
by the Commission for any amendment of the Registration Statement or the
Prospectus or for any additional information (unless such request does not
relate to the Certificates), and (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement with
respect to the Certificates or the institution or, to the knowledge of WFASC,
the threatening of any proceeding for that purpose. WFASC will use its best
efforts to prevent the issuance of any such stop order and, if issued, to obtain
as soon as possible the withdrawal thereof. Except as otherwise provided in
Section 5(b) hereof, WFASC will not file prior to the termination of such
offering any amendment to the Registration Statement or any revision of or
supplement to the Prospectus (other than any such amendment, revision or
supplement which does not relate to the Certificates) which shall be disapproved
by the Underwriter after reasonable notice and review of such filing.

      (b) If, at any time when a prospectus relating to the Certificates is
required to be delivered under the Act (without regard to reliance on Rule 174
under the Act) (i) any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading, or (ii) it
shall be necessary to revise, amend or supplement the Prospectus to comply with
the Act or the rules and regulations of the Commission thereunder, WFASC
promptly will notify the Underwriter and will, upon request of the Underwriter,
or may, after consultation with the Underwriter, prepare and file with the
Commission a revision, amendment or supplement which will correct such statement
or omission or effect such compliance, and furnish without charge to the
Underwriter as many copies as the Underwriter may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance.

      (c) WFASC will (i) furnish to the Underwriter and counsel for the
Underwriter, without charge, conformed copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus relating
to the Certificates is required under the Act, as many copies of the Prospectus
and any revisions or amendments thereof or supplements thereto as may be
reasonably requested, and (ii) file promptly all reports and any definitive
proxy or information statements required to be filed by WFASC with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (as
such requirements may be modified pursuant to Section 12(h) of the Exchange Act)
subsequent to the date of the Prospectus Supplement and for so long as the
delivery of a prospectus is required under applicable law in connection with the
offering or sale of the Certificates.

      (d) WFASC will, as between itself and the Underwriter, pay all expenses
incidental to the performance of its obligations under this Agreement including,
without limitation, (i) expenses of preparing, printing, reproducing and filing
the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus,
the Pooling and Servicing Agreement and the Certificates, (ii) the cost of
delivering the Certificates to the Underwriter, insured to the satisfaction of
the Underwriter, (iii) the fees charged by (a) securities rating services for
rating the Certificates and (b) WFASC's independent accountants in connection
with the letters to be delivered pursuant to Section 6(g) hereof, (iv) the fees
and expenses of the Trustee, the Securities Administrator, if applicable, and
any agent of the Trustee or the Securities Administrator, if applicable, and the
fees and disbursements of counsel for the Trustee and the Securities
Administrator, if applicable, in connection with the Pooling and Servicing
Agreement and the Certificates, and (v) all other costs and expenses incidental
to the performance by WFASC of WFASC's obligations hereunder which are not
otherwise specifically provided for in this subsection. It is understood that,
except as provided in this paragraph (d) and in Sections 7 and 12 hereof, the
Underwriter will pay all of its own expenses, including (i) the fees of any
counsel to the Underwriter, (ii) any transfer taxes on resale of any of the
Certificates by it, (iii) any advertising expenses connected with any offers
that the Underwriter may make, (iv) any expenses for the qualification of the
Certificates under state securities laws or Blue Sky laws, including filing fees
and the fees and disbursements of counsel for the Underwriter in connection
therewith and in connection with the preparation of any Blue Sky survey, and (v)
any expenses incurred in connection with the preparation and delivery of any
Underwriter Free Writing Prospectus and the filing of such Free Writing
Prospectus, if required to be filed by Underwriter with the Commission.

      (e) So long as any Certificates are outstanding, upon the request of the
Underwriter, WFASC will, or will cause the Servicer to, furnish to the
Underwriter, as soon as available, a copy of (i) the annual statement of
compliance delivered by the Servicer to the Trustee or the Securities
Administrator under the Pooling and Servicing Agreement, (ii) the annual
independent public accountants' servicing report furnished to the Trustee or the
Securities Administrator pursuant to the Pooling and Servicing Agreement, (iii)
each report of WFASC regarding the Certificates filed with the Commission under
the Exchange Act or mailed to the holders of the Certificates, and (iv) from
time to time, such other information concerning the Certificates which may be
furnished by WFASC or the Servicer without undue expense and without violation
of applicable law.

      (f) If the third anniversary of the effective date of the Registration
Statement occurs within six months after the Closing Date, the Company will, at
the request of the Underwriter, use reasonable efforts to take such action as
may be necessary or appropriate to permit the public offering and sale of the
Certificates as contemplated herein.

      6. Conditions to the Obligation of the Underwriter. The obligation of the
Underwriter to purchase the Certificates shall be subject to the accuracy in all
material respects of the representations and warranties on the part of WFASC and
Wells Fargo Bank contained herein as of the date of the applicable Terms
Agreement and as of the Closing Date, to the accuracy of the statements of WFASC
and Wells Fargo Bank made in any officer's certificate pursuant to the
provisions hereof, to the performance in all material respects by WFASC of its
obligations hereunder and to the following additional conditions:

      (a) No stop order suspending the effectiveness of the Registration
Statement with respect to the Certificates shall have been issued and no
proceedings for that purpose shall have been instituted and be pending or shall
have been threatened, and the Prospectus shall have been filed or mailed for
filing with the Commission not later than required pursuant to the rules and
regulations of the Commission.

      (b) WFASC shall have furnished to the Underwriter a certificate, dated the
Closing Date, of WFASC, signed by a vice president or an assistant vice
president of WFASC, to the effect that the signer of such certificate has
carefully examined the Registration Statement, the Prospectus and this Agreement
and that:

            (i) The representations and warranties of WFASC herein are true and
      correct in all material respects on and as of the Closing Date with the
      same effect as if made on the Closing Date, and WFASC has complied with
      all agreements and satisfied all the conditions on its part to be
      performed or satisfied on or prior to the Closing Date;

            (ii) No stop order suspending the effectiveness of the Registration
      Statement with respect to the Certificates has been issued, and no
      proceedings for that purpose have been instituted and are pending or, to
      his or her knowledge, have been threatened as of the Closing Date; and

            (iii) Nothing has come to the attention of such person that would
       lead him or her to believe that the Prospectus contains any untrue
      statement of a material fact or omits to state any material fact necessary
      in order to make the statements therein, in the light of the circumstances
      under which they were made, not misleading.

      (c) WFASC shall have caused Wells Fargo Bank to furnish to the Underwriter
a certificate, dated the Closing Date, of Wells Fargo Bank, signed by a vice
president or an assistant vice president of Wells Fargo Bank, to the effect that
the representations and warranties of Wells Fargo Bank herein are true and
correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date, and Wells Fargo Bank has in all material
respects complied with all agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing Date.

      (d) WFASC shall have furnished to the Underwriter an opinion, dated the
Closing Date, of Cadwalader, Wickersham & Taft LLP, counsel to WFASC, to the
effect that:

            (i) WFASC is a corporation validly existing and in good standing
      under the laws of the State of Delaware, with corporate power to enter
      into and perform its obligations under this Agreement, the applicable
      Terms Agreement and the Pooling and Servicing Agreement;

            (ii) The execution and delivery of this Agreement and the applicable
      Terms Agreement have been duly authorized by WFASC and this Agreement and
      the applicable Terms Agreement have been duly executed and delivered by
      WFASC;

            (iii) The execution and delivery of the Pooling and Servicing
      Agreement has been duly authorized by WFASC, and the Pooling and Servicing
      Agreement has been duly executed and delivered by WFASC and constitutes a
      legal, valid and binding agreement of WFASC, enforceable against WFASC in
      accordance with its terms subject to applicable bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium, receivership or other
      laws relating to or affecting creditors' rights generally or the rights of
      creditors of banks, and to general principles of equity (regardless of
      whether enforcement is sought in a proceeding at law or in equity), and
      except that the enforcement of rights with respect to indemnification and
      contribution obligations and provisions (a) purporting to waive or limit
      rights to trial by jury, oral amendments to written agreements or rights
      of set off or (b) relating to submission to jurisdiction, venue or service
      of process, may be limited by applicable law or considerations of public
      policy;

            (iv) The Certificates have been duly authorized by WFASC and, when
       the Certificates have been duly executed, authenticated and delivered in
      the manner contemplated in the Pooling and Servicing Agreement and paid
      for by the Underwriter pursuant to this Agreement and the applicable Terms
      Agreement, the Certificates will be validly issued and outstanding and
      entitled to the benefits provided by the Pooling and Servicing Agreement;

            (v) The issuance and sale by WFASC of the Certificates to the
      Underwriter pursuant to this Agreement and the applicable Terms Agreement,
      the compliance by WFASC with the provisions of this Agreement, the
      applicable Terms Agreement and the Pooling and Servicing Agreement, and
      the consummation by WFASC of the transactions therein contemplated (a) do
      not require the consent, approval, authorization, order, or qualification
      of or registration with any New York State or federal governmental
      authority or, to the knowledge of such counsel, any New York State or
      federal court, except such as may be required under state securities or
      blue sky laws, recordations of the assignment of the Mortgage Loans to the
      Trustee pursuant to the Pooling and Servicing Agreement that have not yet
      been completed, and such other approvals as have been obtained or
      effected, (b) do not conflict with or result in a violation of any
      provision of the certificate of incorporation and bylaws of WFASC or any
      New York State or federal law, and (c) to the knowledge of such counsel,
      do not conflict with or result in a breach or violation of any material
      indenture, agreement or instrument to which WFASC is a party or by which
      it or any of its property is bound, or any judgment, decree or order
      applicable to WFASC, of any New York State or federal court, regulatory
      body, administrative agency or other governmental authority;

            (vi) To the knowledge of such counsel, there is no legal or
      governmental action, investigation or proceeding pending or threatened
      against WFASC (a) asserting the invalidity of this Agreement, the
      applicable Terms Agreement, the Pooling and Servicing Agreement or the
      Certificates, (b) seeking to prevent the issuance of the Certificates or
      the consummation of any of the transactions contemplated by this Agreement
      and the applicable Terms Agreement, (c) which would materially and
      adversely affect the performance by WFASC of its obligations under, or the
      validity or enforceability (with respect to WFASC) of, this Agreement, the
      applicable Terms Agreement, the Pooling and Servicing Agreement or the
      Certificates or (d) seeking to affect adversely the federal income tax
      attributes of the Certificates as described in the Base Prospectus and the
      Prospectus Supplement under the headings "Certain Federal Income Tax
      Consequences" and "Federal Income Tax Considerations," respectively. For
      purposes of the opinion set forth in this paragraph, such counsel has not
      regarded any legal or governmental actions, investigations or proceedings
      to be "threatened" unless the potential litigant or governmental authority
      has manifested to WFASC a present intention to initiate such proceedings;

            (vii) The Pooling and Servicing Agreement is not required to be
      qualified under the Trust Indenture Act of 1939, as amended;

            (viii) The Trust Fund is not required to be registered under the
      Investment Company Act of 1940, as amended;

            (ix) The Registration Statement has been declared effective under
      the Act, and, to the knowledge of such counsel, no stop order with respect
      thereto has been issued by the Commission;

            (x) The Registration Statement, as of its effective date, and the
      Base Prospectus and the Prospectus Supplement, as of the dates thereof (in
      each case, with the exception of any information incorporated by reference
      therein, and any numerical, financial, statistical and quantitative data
      included therein, as to which such counsel expresses no view), appeared on