UNDERWRITING AGREEMENT

EXHIBIT 1.1

EXECUTION COPY

WELLS FARGO ASSET SECURITIES CORPORATION

Mortgage Asset-Backed Pass-Through Certificates

Wells Fargo Alternative Loan Trust

(Issuable in Series)

UNDERWRITING AGREEMENT

Effective as of February 15, 2006

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, New York 10179

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

Mortgage Asset-Backed Pass-Through 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 Mortgage Asset-Backed

Pass-Through Certificates may be offered through you, as underwriter (the

"Underwriter"). Whenever WFASC determines to make an offering of a series of its

Mortgage Asset-Backed Pass-Through 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 Mortgage Asset-Backed Pass-Through

Certificates to the Underwriter. WFASC is a wholly-owned subsidiary of Wells

Fargo Bank. The Mortgage Asset-Backed Pass-Through 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 Mortgage Asset-Backed

Pass-Through 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 (the "Mortgage Pool") of

mortgage loans acquired by WFASC (the "Mortgage Loans") and related property but

excluding the Fixed Retained Yield, if any, specified in the Terms Agreement

(collectively, the "Trust Estate"). The Mortgage Loans will be of the type

described in, and will have the characteristics and aggregate principal balance

set forth in, the Prospectus Supplement (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, by and among

WFASC, as depositor, Wells Fargo Bank, as master servicer (in such capacity, the

"Master Servicer"), the trustee identified in the applicable Terms Agreement, as

trustee (the "Trustee") and, if applicable, the trust administrator identified

in the applicable Terms Agreement, as trust administrator (the "Trust

Administrator"). 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 Prospectus Supplement. The

Certificates will conform in all material respects to the description thereof

contained in the applicable Terms Agreement and the Prospectus Supplement. The

Terms Agreement may take the form of an exchange of any standard form of written

communication among the Underwriter, WFASC and Wells Fargo Bank. Each offering

of Mortgage Asset-Backed Pass-Through 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 (File No. 333-133209), 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"), 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" (as hereinafter defined), 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, including for these purposes any portion of the Applicable Static

Pool Information (as defined in Section 9(b)(i)) deemed not part of the

Registration Statement or the Prospectus on account of Item 1105(d) of

Regulation AB under the Act, 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 Prospectus or any revision or

amendment thereof or supplement thereto. The Issuer Free Writing

Prospectus (as defined in Section 9(b)(i)), 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)) to the

applicable investor, when considered in conjunction with the Time of

Sale Information (as defined in Section 7(f)), provided, however, that

no representation is made as to the effect of the exclusion from the

Issuer Free Writing Prospectus of any information of the type specified

in Exhibit B hereto as Supplemental Information.

(iii) Assuming that certain of the Certificates are rated at the

time of issuance in one of the two highest rating categories by a

nationally recognized statistical rating organization, each such

Certificate at such time will 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 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 Prospectus and, assuming the valid

execution thereof by the Trustee, the Trust Administrator, if

applicable, and the Master Servicer, the Pooling and Servicing Agreement

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 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 Trust 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 Estate 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 Estate any of its right,

title or interest, exclusive of the Fixed Retained Yield, if any, in the

Mortgage Notes. WFASC will have the power and authority to transfer the

Mortgage Notes to the Trust Estate 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 Estate will own the Mortgage Notes (exclusive of the Fixed

Retained Yield, if any) 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 Trust 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 Estate 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 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 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.

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 date and at the time specified in the applicable Terms Agreement,

which place, date and time may be changed by agreement between the Underwriter

and WFASC (such date and time of delivery of and payment for the Certificates

being hereinafter referred to as the "Closing Date"). 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 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 Prospectus Supplement.

(c) The Underwriter 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 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 cause 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 and for so long as the delivery of a

prospectus is required 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 agreed-upon procedures letter to be delivered pursuant to Section 6(g)

hereof, (iv) the fees and expenses of the Trustee, the Trust Administrator, if

applicable, and any agent of the Trustee or the Trust Administrator, if

applicable, and the fees and disbursements of counsel for the Trustee and the

Trust 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 Master Servicer to, furnish to the

Underwriter, as soon as available, a copy of (i) the annual statement of

compliance delivered by the Master Servicer to the Trustee under the Pooling and

Servicing Agreement, (ii) the annual independent public accountants' servicing

report furnished to the Trustee 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 Master Servicer without undue expense and without

violation of applicable law.

(f) The effective date of the Registration Statement was within three

years of the Closing Date of the Certificates. If the third anniversary of the

effective date occurs within six months after the Closing Date, the Company will

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 and executed 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

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 Estate (as defined in the Pooling and Servicing

Agreement) 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 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 their respective faces to be appropriately

responsive in all material respects to the requirements of the Act and

the rules and regulations thereunder applicable to such documents as of

the relevant date;

(xi) The statements in the Prospectus Supplement under the

headings "Federal Income Tax Considerations" and "ERISA Considerations,"

insofar as such statements purport to summarize matters of federal law

or legal conclusions with respect thereto have been reviewed by such

counsel and are correct in all material respects; and

(xii) Assuming that the Certificates are rated at the time of

issuance in one of the two highest rating categories by a nationally

recognized statistical rating organization, each such Certificate at

such time will be a "mortgage related security" as such term is defined

in Section 3(a)(41) of the Exchange Act.

Such opinion may express its reliance as to factual matters on the

representations and warranties made by, and on certificates or other documents

furnished by officers of, the parties to this Agreement and the Pooling and

Servicing Agreement. Such opinion may assume the due authorization, execution

and delivery of the instruments and documents referred to therein by the parties

thereto other than WFASC. Such opinion may be qualified as an opinion only on

the laws of the State of New York, the laws of each state in which the writer of

the opinion is admitted to practice law and the federal law of the United

States. To the extent that such firm relies upon the opinion of other counsel in

rendering any portion of its opinion, the opinion of such other counsel shall be

attached to and delivered with the opinion of such firm that is delivered to the

Underwriter.

(e) The Master Servicer shall have furnished to the Underwriter an

opinion, dated the Closing Date, of counsel to the Master Servicer (who may be

an employee of the Master Servicer), to the effect that:

(i) The Master Servicer has been duly incorporated and is

validly existing as a national banking association and has the power and

authority to enter into, and to take all action required of it under,

the Pooling and Servicing Agreement and the Servicing Agreement (as

defined in the Pooling and Servicing Agreement);

(ii) The Pooling and Servicing Agreement and the Servicing

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