Wells Fargo Mortgage Backed Securities 2006-AR10 Trust – ‘8-K’ for 6/29/06 – EX-1.1

On:  Wednesday, 7/12/06, at 11:31am ET   ·   For:  6/29/06   ·   Accession #:  914121-6-2371   ·   File #:  333-129159-15

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     17K 
 2: EX-1.1      Underwriting Agreement                                35±   133K 
 3: EX-4.1      Pooling and Servicing Agreement                      296±  1.12M 
 4: EX-10.1     Mlpa                                                 120±   570K 
 5: EX-10.2     Mlpa #2                                                4±    23K 

EX-1.1   —   Underwriting Agreement
Exhibit Table of Contents

EX-1.1
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                                                                     EXHIBIT 1.1

WELLS FARGO ASSET SECURITIES CORPORATION  
Mortgage Pass-Through Certificates

(Issuable in Series)

UNDERWRITING AGREEMENT
----------------------

                                           Effective as of February 15, 2006

Deutsche Bank Securities Inc.                                                   
60 Wall Street                                                                  
New York, New York 10005                                                        

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      
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 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 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 Pass-Through       
Certificates to the Underwriter. WFASC is a wholly-owned subsidiary of Wells    
Fargo Bank. The Mortgage 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 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 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. 333-129159), 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 Agreement
    have been duly authorized, executed and delivered by the Master Servicer
   and, assuming valid execution and delivery thereof by the other parties
    thereto, the Pooling and Servicing Agreement and the Servicing Agreement
     constitute a valid and legally binding agreements of the Master Servicer,
   enforceable against the Master Servicer in accordance with their terms,
      subject to bankruptcy, insolvency, reorganization or other laws of general
     applicability relating to or affecting creditors' rights generally and to
general equity principles regardless of whether such enforcement is 
considered in a proceeding at law or in equity;                     

         (iii) No consent, approval, authorization or order of any federal
    court or governmental agency or body is required for the consummation by
    the Master Servicer of the transactions contemplated by the terms of the
  Pooling and Servicing Agreement and the Servicing Agreement except any
  such as may be required under the blue sky laws of any jurisdiction in
      connection with the offering, sale or acquisition of the Certificates, any
  recordations of the assignments of the mortgage loans evidenced by the
      Certificates pursuant to the Pooling and Servicing Agreement that have not
yet been completed and any approvals as have been obtained;         

        (iv) The consummation by the Master Servicer of the transactions
    contemplated by the terms of the Pooling and Servicing Agreement and the
  Servicing Agreement do not, to the knowledge of such counsel, conflict
     with or result in a breach or violation of any material term or provision
  of, or constitute a default under, the charter or bylaws of the Master
 Servicer, any indenture or other agreement or instrument to which the
      Master Servicer is a party or by which it is bound, any federal statute or
     regulation applicable to the Master Servicer or, to the knowledge of such
    counsel, any order of any federal court, regulatory body, administrative
     agency or governmental body having jurisdiction over the Master Servicer;
and                                                                 

          (v) To the best knowledge of such counsel after due inquiry, there
are no legal or governmental actions, investigations or proceedings 
      pending to which the Master Servicer is a party, or threatened against the
      Master Servicer, (A) asserting the invalidity of the Pooling and Servicing
  Agreement or the Servicing Agreement or (B) which might materially and
      adversely affect the performance by the Master Servicer of its obligations
  under, or the validity or enforceability of, the Pooling and Servicing
     Agreement or the Servicing Agreement. For purposes of the foregoing, such
counsel may state that it has not regarded any legal or governmental
actions, investigations or proceedings to be "threatened" unless the
      potential litigant or governmental authority has manifested to a member of
the law division of Wells Fargo & Company having responsibility for 
      litigation matters involving the master servicing activities of the Master
Servicer a present intention to initiate such proceedings.          

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 the Pooling and Servicing Agreement or 
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 the Master Servicer. Such opinion may be qualified as an     
opinion only on the federal law of the United States and, with respect to the   
opinions set forth in paragraph (e)(ii) above, the laws of the State of New     
York. To the extent that such counsel 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 counsel that is delivered 
to the Underwriter.                                                             

    (f) The Underwriter shall have received from counsel for the Underwriter
such opinion or opinions, dated the Closing Date, with respect to the issuance  
and sale of the Certificates, the Registration Statement and the Prospectus, and
such other related matters as the Underwriter may reasonably require.           

(g) WFASC shall have delivered to the Underwriter (i) a letter from 
WFASC's independent accountants, as identified in the applicable Terms Agreement
(the "Independent Accountants"), dated as of or prior to the date of first use  
of the Prospectus Supplement in the form and reflecting the performance of the  
procedures previously agreed to by WFASC and the Underwriter with respect to    
numerical and statistical information included in the Prospectus Supplement     
(other than static pool information, if any, provided pursuant to Item 1105 of  
Regulation AB under the Act), (ii) a copy of a letter from WFASC's Independent  
Accountants, addressed to WFASC, dated as of a date not more than 135 days prior
to the date of first use of the Prospectus Supplement, reflecting the           
performance of the procedures previously agreed to by WFASC and the Independent 
Accountants with respect to any static pool information contained on WFASC's    
static pool website for securitized mortgage pools issued on or after January 1,
2006 and/or vintage origination years commencing on or after January 1, 2006    
which is incorporated into the Prospectus Supplement and (iii) a bring down     
letter, dated the date of the Prospectus Supplement, from the Independent       
Accountants with respect to the letter described in (ii), which shall be        
addressed to the Underwriter provided that the Underwriter shall have complied  
with any reasonable requests of the Independent Accountants as a condition      
thereto.                                                                        

   (h) Subsequent to the date on which WFASC notifies the Underwriter that
WFASC has selected it to underwrite the offering of the Certificates (the "Bid  
Date"), there shall not have occurred any change, or any development involving a
prospective change, in or affecting the business or properties of WFASC which   
the Underwriter concludes, in the reasonable judgment of the Underwriter,       
materially impairs the investment quality of the Certificates so as to make it  
impractical or inadvisable to proceed with the public offering or the delivery  
of the Certificates as contemplated by the Prospectus.                          

   (i) The Certificates shall be rated not lower than the required ratings
set forth in the applicable Terms Agreement, such ratings shall not have been   
rescinded and no public announcement shall have been made that either rating of 
the Certificates has been placed under review (otherwise than for possible      
upgrading).                                                                     

    (j) The Underwriter shall have received an opinion of special counsel to
WFASC, dated the Closing Date, in form and substance satisfactory to the        
Underwriter, with respect to certain state tax consequences under the tax laws  
of the jurisdiction in which the Trustee is located relating to the Trust Estate
and the holders of the Certificates.                                            

     (k) The Underwriter shall have received copies of any opinions of counsel
to WFASC supplied to the rating organizations relating to certain matters with  
respect to the Certificates. Any such opinions shall be dated the Closing Date  
and addressed to the Underwriter or accompanied by reliance letters to the      
Underwriter or shall state that the Underwriter may rely upon them.             

   (l) The Underwriter shall have received a letter from counsel to WFASC,
dated the Closing Date, to the effect that in the course of such counsel's      
review of the Prospectus and discussion of the same with certain officers of    
WFASC, its accountants and the Underwriter, no facts came to the attention of   
such counsel that caused such counsel to believe that the Prospectus, as of the 
date of the Prospectus Supplement, or any revision or amendment thereof or      
supplement thereto, contained any untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein, in the light 
of circumstances under which they were made, not misleading; it being understood
that such counsel need express no view as to any financial, numerical,          
statistical, or quantitative data contained in the Prospectus, or any material  
incorporated by reference in the Prospectus.                                    

(m) WFASC shall have furnished to the Underwriter such further      
information, certificates and documents as the Underwriter may reasonably have  
requested, and all proceedings in connection with the transactions contemplated 
by this Agreement and all documents incident hereto shall be in all material    
respects reasonably satisfactory in form and substance to the Underwriter and   
its counsel.                                                                    

(n) The issuance on the Closing Date of the Other Certificates.     

    If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, this 
Agreement and all obligations of the Underwriter hereunder may be canceled at,  
or at any time prior to, the Closing Date by the Underwriter. Notice of such    
cancellation shall be given to WFASC in writing, or by telephone or telegraph   
confirmed in writing.                                                           

  7. Indemnification and Contribution. (a) WFASC agrees to indemnify and
hold harmless the Underwriter and each person who controls the Underwriter      
within the meaning of either the Act or the Exchange Act against any and all    
losses, claims, damages or liabilities, joint or several, to which they may     
become subject under the Act, the Exchange Act, or other federal or state       
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or  
are based upon (i) any untrue statement or alleged untrue statement of a        
material fact contained in the Registration Statement or in the Prospectus, or  
in any revision or amendment thereof or supplement thereto, including for these 
purposes any portion of the Applicable Static Pool Information deemed not part  
of the Registration Statement or the Prospectus on account of Item 1105(d) of   
Regulation AB under the Act, or the omission or alleged omission to state       
therein a material fact required to be stated therein or necessary to make the  
statements therein, in the light of the circumstances under which they were     
made, not misleading, or (ii) any untrue statement or alleged untrue statement  
of a material fact contained in any Issuer Free Writing Prospectus (as defined  
in Section 9(b)(i)) or in any preliminary or final quantitive data about the    
Mortgage Loans ("Mortgage Loan Data") supplied by WFASC to the Underwriter, or  
(iii) in the case of an Issuer Free Writing Prospectus, the omission or alleged 
omission to state a material fact necessary to make the statements therein, in  
light of the circumstances under which they were made, not misleading, or (iv)  
in the case of the Mortgage Loan Data delivered by WFASC to the Underwriter, the
omission or alleged omission to include material data therein necessary to make 
the data therein not misleading, in the case of (ii), (iii) or (iv), at the Time
of Sale to the applicable investor, when considered in conjunction with the Time
of Sale Information, and provided that such misstatement or omission was not    
corrected by information subsequently supplied by WFASC to the Underwriter      
sufficiently prior to the Time of Sale to such investor to reasonably permit the
delivery thereof by the Underwriter to such investor, and WFASC agrees to       
reimburse each such indemnified party for any legal or other expenses reasonably
incurred by it or him in connection with investigating or defending any such    
loss, claim, damage, liability or action; provided, however, that WFASC will not
be liable in any such case to the extent that any such loss, claim, damage or   
liability arises out of or is based upon (A) any such untrue statement or       
alleged untrue statement or omission or alleged omission made therein in        
reliance upon and in conformity with written information furnished to WFASC by  
or on behalf of the Underwriter specifically for use in connection with the     
preparation thereof or (B) any omission or alleged omission to state a material 
fact in the Issuer Free Writing Prospectus necessary to make the statements     
therein not misleading at the Time of Sale to the applicable investor, when     
considered in conjunction with the Time of Sale Information, as a result of the 
exclusion from the Issuer Free Writing Prospectus of any information of the type
specified in Exhibit B hereto as Supplemental Information. This indemnity       
agreement will be in addition to any liability which WFASC may otherwise have.  

(b) The Underwriter agrees to indemnify and hold harmless WFASC, its
officers who signed the Registration Statement or any amendment thereof, its    
directors, and each person who controls WFASC within the meaning of either the  
Act or the Exchange Act, and Wells Fargo Bank, and each person who controls     
Wells Fargo Bank within the meaning of either the Act or the Exchange Act, (i)  
to the same extent as the foregoing indemnities from WFASC to the Underwriter,  
but only to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with   
written information furnished 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 or (ii) insofar as such     
losses, claims, damages or liabilities (or actions in respect thereof) are based
on, result from or arise out of (A) any untrue statement or alleged untrue      
statement of a material fact contained in any Underwriter Free Writing          
Prospectus, or any omission or alleged omission to state in such Underwriter    
Free Writing Prospectus a material fact necessary to make the statements        
therein, in the light of the circumstances under which they were made, not      
misleading at the Time of Sale to the applicable investor, when considered in   
conjunction with the Time of Sale Information; except to the extent that such   
untrue statements or alleged untrue statements or omissions or alleged omissions
are the result of untrue statements in or omissions from the Issuer Free Writing
Prospectus (other than omissions which are the subject of Section 7(b)(B) below)
or any Mortgage Loan Data supplied by WFASC to the Underwriter which, in any    
case, were not corrected by information subsequently supplied by WFASC to the   
Underwriter sufficiently prior to the Time of Sale to the applicable investor to
reasonably permit the delivery thereof by the Underwriter to such investor or   
(B) any omission or alleged omission to state a material fact in any Issuer Free
Writing Prospectus necessary to make the statements made therein, in light of   
the circumstances under which they were made, not misleading at the Time of Sale
to the applicable investor, when considered in conjunction with the Time of Sale
Information, as a result of the exclusion from the Issuer Free Writing          
Prospectus of any information of the type specified in Exhibit B as Supplemental
Information or (C) any failure by the Underwriter to deliver the Issuer Free    
Writing Prospectus to the applicable investor prior to the Time of Sale. This   
indemnity agreement will be in addition to any liability which the Underwriter  
may otherwise have.                                                             

      (c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party shall, if a    
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the       
indemnifying party from any liability which it may have to any indemnified party
otherwise than under this Section 7. In case any such action is brought against 
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified     
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel selected by such indemnified party  
and satisfactory to the indemnifying party (or if the indemnified party fails to
promptly select counsel following the receipt of the aforesaid notice, with     
counsel selected by the indemnifying party and satisfactory to such indemnified 
party), and after receipt of notice from the indemnifying party to such         
indemnified party of its election so to assume the defense thereof, the         
indemnifying party will not be liable to such indemnified party under this      
Section 7 for any legal or other expenses subsequently incurred by such         
indemnified party in connection with the defense thereof other than reasonable  
costs of investigation by the indemnified party undertaken with notice to and   
approval by the indemnifying party.                                             

    (d) If the indemnification provided for in this Section 7 is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or   
(b) above, then each indemnifying party shall contribute to the amount paid or  
payable by such indemnified party as a result of the losses, claims, damages or 
liabilities referred to (A) in subsection (a)(i) or (b)(i) above in such        
proportion as is appropriate to reflect both (i) the relative benefits received 
by WFASC on the one hand and the Underwriter on the other from the offering of  
the Certificates and (ii) the relative fault of WFASC on the one hand and the   
Underwriter on the other in connection with the statements or omissions which   
resulted in such losses, claims, damages or liabilities as well as any other    
relevant equitable considerations and (B) in subsection (a)(ii), (iii), (iv) or 
(b)(ii) above, in such proportion as is appropriate to reflect the relative     
fault of the Underwriter on the one hand and WFASC on the other in connection   
with the actions, statements or omissions that resulted in such losses, claims, 
damages or liabilities. The relative benefits received by WFASC on the one hand 
and the Underwriter on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
WFASC bear to the difference between (i) the total price at which the           
Certificates underwritten by the Underwriter and distributed to the public were 
offered to the public, and (ii) the portion of the total net proceeds from the  
offering (before deducting expenses) received by WFASC attributable to the      
Certificates. The relative fault for the purposes of clauses (A) and (B) above  
shall be determined by reference to, among other things, whether the untrue or  
alleged untrue statement of a material fact or the omission or alleged omission 
to state a material fact related to information supplied by WFASC or the        
Underwriter and the parties' relative intent, knowledge, access to information  
and opportunity to correct or prevent such untrue statement or omission. WFASC, 
Wells Fargo Bank and the Underwriter agree that it would not be just and        
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The   
amount paid by an indemnified party as a result of the losses, claims, damages  
or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such       
indemnified party in connection with investigating or defending any action or   
claim which is the subject of this subsection (d). Notwithstanding the          
provisions of this subsection (d), and with respect to losses, claims, damages  
or liabilities referred to in subsection (a) or (b) above, the Underwriter shall
not be required to contribute any amount in excess of the amount by which the   
total price at which the Certificates underwritten by it and distributed to the 
public were offered to the public exceeds the amount of any damages which the   
Underwriter has otherwise been required to pay by reason of such untrue or      
alleged untrue statement or omission or alleged omission. No person guilty of   
fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act)  
shall be entitled to contribution from any person who was not guilty of such    
fraudulent misrepresentation.                                                   

     (e) The obligations of WFASC under this Section 7 shall be in addition to
any liability which WFASC may otherwise have and shall extend, upon the same    
terms and conditions, to each person, if any, who controls the Underwriter      
within the meaning of the Act; and the obligations of the Underwriter under this
Section 7 shall be in addition to any liability which the Underwriter may       
otherwise have and shall extend, upon the same terms and conditions, to (i) the 
officers of WFASC who signed the Registration Statement or any amendment        
thereof, to its directors, and to each person who controls WFASC within the     
meaning of either the Act or the Exchange Act and (ii) each person who controls 
Wells Fargo Bank within the meaning of either the Act or the Exchange Act.      

      (f) As used in this Agreement, "Time of Sale" means, as to any investor in
the Certificates, the time at which such investor enters into a Contract of Sale
(as defined in Section 9(b)(ii)) for the Certificates, or if such Contract of   
Sale is subsequently terminated and a new Contract of Sale is entered into by   
mutual agreement between such investor and the applicable Underwriter in a      
manner sufficient to constitute a reformation of the contract within the        
contemplation of Section IV.2.c of Securities Act Release 33-8591, such time at 
which the new Contract of Sale is entered into, and "Time of Sale Information"  
means all information with respect to the offering of the Certificates which has
been conveyed to an investor at the Time of Sale to such investor.              

8. Obligations of Wells Fargo Bank. Wells Fargo Bank agrees with the
Underwriter, for the sole and exclusive benefit of the Underwriter and each     
person who controls the Underwriter within the meaning of either the Act or the 
Exchange Act and not for the benefit of any assignee thereof or any other person
or persons dealing with the Underwriter, in consideration of and as an          
inducement to its agreement to purchase the Certificates from WFASC, to         
indemnify and hold harmless the Underwriter against any failure by WFASC to     
perform its obligations to the Underwriter pursuant to Section 7 hereof;        
provided, however, that the aggregate liability of Wells Fargo Bank for the     
foregoing indemnity shall not exceed an amount equal to the aggregate principal 
amount of the Certificates.                                                     

      9. Offering Communications; Free Writing Prospectuses. (a) Unless preceded
or accompanied by a prospectus satisfying the requirements of Section 10(a) of  
the Act, the Underwriter shall not convey or deliver any written communication, 
as defined in Rule 405 under the Act (a "Written Communication"), to any person 
in connection with the initial offering of the Certificates, unless such Written
Communication (i) is made in reliance on and in conformity with Rule 134 under  
the Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B 
under the Act or (iii) constitutes a "free writing prospectus," as defined in   
Rule 405 under the Act (a "Free Writing Prospectus"). Notwithstanding anything  
to the contrary contained in this Agreement, without the prior written consent  
of WFASC, which may be withheld in its sole discretion, the Underwriter shall   
not convey or deliver in connection with the initial offering of the            
Certificates, any Free Writing Prospectus unless such Free Writing Prospectus   
contains only ABS Informational and Computational Material, as defined in Item  
1101(a) of Regulation AB under the Act ("ABS Informational and Computational    
Material"); provided however, that any such Free Writing Prospectus may also    
contain a column showing the status of subscriptions for and allotments of the  
Certificates. The Underwriter shall not convey or deliver any ABS Informational 
and Computational Material in reliance on Rules 167 and 426 under the Act. Any  
Free Writing Prospectus prepared by or on behalf of the Underwriter is referred 
to as an "Underwriter Free Writing Prospectus."                                 

(b) (i) WFASC shall deliver to the Underwriter, not later than two  
business days following the Bid Date, a Free Writing Prospectus which contains  
general information about the offering, including the basic senior/subordinate  
structure of the Certificates (excluding the subdivision of the senior classes  
into tranches), the subordination percentage for the senior Certificates and the
publicly offered subordinated Certificates, to the extent known by WFASC, the   
expected parameters of the Mortgage Pool, risk factors applicable to Mortgage   
Loans of the type included in the Mortgage Pool, the identity of and material   
information about transaction parties known to WFASC, the material tax and ERISA
treatment of the Certificates and whether the Certificates will be "mortgage    
related securities" as defined in Section 3(a)(41) of the Exchange Act, and     
which contains a hyperlink to the Base Prospectus most recently filed by WFASC  
with the Commission and a hyperlink to the portion of WFASC's static pool       
website containing static pool information (such information, the "Applicable   
Static Pool Information") with respect to the series of Certificates (as        
determined by WFASC) (the "Issuer Free Writing Prospectus").                    

           (ii) WFASC will endeavor to file the Issuer Free Writing Prospectus
  with the Commission not later than two business days following the Bid
 Date, and the Underwriter shall not convey or deliver the Issuer Free
   Writing Prospectus to any person or entity until WFASC has notified the
      Underwriter that it has completed such filing. Thereafter, the Issuer Free
  Writing Prospectus may be used by the Underwriter solely in connection
with the marketing of the Certificates to institutional investors;  
   provided however, the Underwriter shall not enter into any "contract of
    sale" with any investor, within the meaning of Rule 159 under the Act (a
      "Contract of Sale"), with respect to any Certificates, unless prior to the
    Time of Sale to each investor in the Certificates, the Underwriter shall
   have (A) delivered to such investor the Issuer Free Writing Prospectus,
      together with any amendment or supplement thereto supplied by WFASC to the
  Underwriter sufficiently prior to the Time of Sale to such investor to
      reasonably permit delivery thereof by the Underwriter to such investor and
(B) provided to such investor such of the Supplemental Information  
described in Exhibit B hereto that is then known or available to the
  Underwriter as the Underwriter, in the exercise of its judgment, shall
  have concluded is required to make the Issuer Free Writing Prospectus,
 when considered in conjunction with the Time of Sale Information, not
misleading.                                                         

(c) (i) The Underwriter shall deliver to WFASC each Underwriter Free
Writing Prospectus that contains any "issuer information," as defined in Rule   
433(h) under the Act and footnote 271 of Securities Act Release No. 33-8591     
("Issuer Information") if such Underwriter Free Writing Prospectus or the       
portion thereof consisting of Issuer Information is required to be filed by     
WFASC with the Commission pursuant to Rule 433 under the Act ("Rule 433").      

           (ii) Any Underwriter Free Writing Prospectus that is required to be
delivered pursuant to Section 9(c)(i) shall be delivered by the     
      Underwriter to WFASC no later than two business days prior to the due date
for filing of the Prospectus pursuant to Rule 424(b) under the Act; 
provided however, that if such Underwriter Free Writing Prospectus  
   contains any information other than ABS Informational and Computational
   Material, it shall instead be delivered by the Underwriter to WFASC not
    later than two business days prior to the date of first use of such Free
Writing Prospectus.                                                 

       (iii) Not later than one business day after the Underwriter has
    determined the final structure of all classes of Certificates, and in no
      event later than the fourth business day preceding the due date for filing
the final Prospectus pursuant to Rule 424(b) under the Act, the     
      Underwriter shall prepare and deliver to WFASC an Underwriter Free Writing
      Prospectus (which may consist of a term sheet) containing a description of
 the final structure of the Certificates, irrespective of whether such
Underwriter Free Writing Prospectus has been or will be conveyed or 
delivered by the Underwriter to any investor in the Certificates.   

       (iv) To facilitate the filing thereof by WFASC, the Underwriter
  shall provide the Issuer Information contained in any Underwriter Free
    Writing Prospectus that is required to be delivered to WFASC pursuant to
  this Section 9(c) in a separate document from the portion of such Free
Writing Prospectus which contains information other than Issuer     
Information.                                                        

     (d) The Underwriter represents and warrants to WFASC that the Underwriter
Free Writing Prospectuses required to be furnished to WFASC by the Underwriter  
pursuant to Section 9(c) will constitute all Underwriter Free Writing           
Prospectuses of the type described therein that were furnished to prospective   
investors by the Underwriter in connection with its offer and sale of the       
Certificates.                                                                   

      (e) The Underwriter represents and warrants to WFASC that each Underwriter
Free Writing Prospectus provided by it to an investor in the Certificates did   
not, as of the Time of Sale to any prospective investor to which such           
Underwriter Free Writing Prospectus was conveyed, include any untrue statement  
of a material fact or omit any material fact necessary to make the statements   
contained therein, in light of the circumstances under which they were made, not
misleading when considered in conjunction with the Time of Sale Information;    
provided however, that the Underwriter makes no representation or warranty to   
the extent such misstatements or omissions were the result of any misstatements 
in or omissions from the Mortgage Loan Data supplied by WFASC to the Underwriter
which misstatements or omissions were not corrected by information subsequently 
supplied by WFASC to the Underwriter sufficiently prior to the Time of Sale to  
the applicable investor to reasonably permit the delivery thereof by the        
Underwriter to such investor or, to the extent that such misstatements are a    
substantial restatement in all material respects of a misstatement made in the  
Issuer Free Writing Prospectus or such omissions are the result of omission from
the Issuer Free Writing Prospectus (other than omissions which are the subject  
of Section 7(b)(B)) which misstatements or omissions were not corrected by      
information subsequently supplied by WFASC sufficiently prior to the Time of    
Sale to the applicable investor to reasonably permit delivery thereof by the    
Underwriter to such investor.                                                   

   (f) Unless WFASC determines that such filing is not required under Rule
433, WFASC agrees to file with the Commission, within the applicable time       
periods specified in Rule 433, the following:                                   

(i) Any Issuer Free Writing Prospectus; and             

     (ii) Any Underwriter Free Writing Prospectus delivered by the
Underwriter to WFASC pursuant to Section 9(c) or, at the election of
WFASC, the portion of such Underwriter Free Writing Prospectus which
consists of Issuer Information.                                     

     (g) The Underwriter shall file with the Commission, within the applicable
time period specified in Rule 433, any Free Writing Prospectus that is          
distributed by or on behalf of the Underwriter in a manner reasonably designed  
to lead to its broad, unrestricted dissemination. Any access codes or passwords 
needed by the Underwriter to complete the filing shall be provided by WFASC.    

(h) WFASC and the Underwriter each agrees that any Free Writing     
Prospectuses prepared by it shall contain substantially the following legend:   

     The depositor has filed a registration statement (including a
prospectus) with the SEC for the offering to which this 
     communication relates. Before you invest, you should read the
         prospectus in that registration statement and other documents the
         issuer has filed with the SEC for more complete information about
        the depositor and this offering. You may get these documents for
  free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer
  participating in the offering will arrange to send you the
          prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx]

  (i) The Underwriter agrees to comply with the requirements of Rule 433
under the Act applicable to the Underwriter including, without limitation, the  
record retention requirements therein.                                          

      (j) (i) Consistent with the manner in which written records are maintained
for its own purposes, the Underwriter agrees to keep and maintain, for a period 
of not less than three years following the date of initial issuance of the      
Certificates, written records documenting, as to each investor in Certificates, 
the Time of Sale and the date on which each Issuer Free Writing Prospectus and  
each Underwriter Free Writing Prospectus was conveyed to such investor.         

          (ii) In the event of any litigation or written notice of potential
 litigation against WFASC or any of its affiliates with respect to the
Certificates, the Underwriter shall, upon the request of WFASC, make
    available to WFASC copies of all records required to be maintained by it
      pursuant to Section 9(j)(i) and any Free Writing Prospectus required to be
retained by it pursuant to Section 9(i).                            

 (k) (i) The Underwriter will not enter into, and the Underwriter will
obligate in writing each dealer to whom it sells any Certificates (which        
obligation may be in the form of a trade stipulation and which, in any event,   
shall name WFASC as an intended third party beneficiary) not to enter into, any 
Contract of Sale with respect to the Certificates with any investor other than  
an institutional investor, unless the Underwriter or such dealer has delivered  
to such investor a copy of the final Prospectus.                                

             (ii) The Underwriter shall not enter into any Contract of Sale with
  respect to the Certificates with any institutional investor unless the
     Underwriter complies with the prospectus delivery and notice requirements
of Rules 172 and 173 under the Act.                                 

      (l) (i) In the event that WFASC becomes aware that the Issuer Free Writing
Prospectus contains any untrue statement of a material fact or omits to state a 
material fact necessary in order to make the statements contained therein, in   
light of the circumstances under which they were made, not misleading (other    
than as the result of the exclusion from the Issuer Free Writing Prospectus of  
information of the type specified in Exhibit B hereto as Supplemental           
Information) (such Free Writing Prospectus, a "Defective Issuer Free Writing    
Prospectus"), WFASC shall notify the Underwriter thereof within one business day
after discovery and WFASC shall prepare and deliver to the Underwriter a Free   
Writing Prospectus which corrects the material misstatement or omission in the  
Defective Issuer Free Writing Prospectus (such corrected Issuer Free Writing    
Prospectus, a "Corrected Issuer Free Writing Prospectus").                      

            (ii) In the event that the Underwriter becomes aware that, as of the
applicable Time of Sale to an investor in the Certificates, any     
Underwriter Free Writing Prospectus prepared by or on behalf of the 
     Underwriter and delivered to such investor contained any untrue statement
     of a material fact or omitted to state a material fact necessary in order
   to make the statements contained therein, in light of the circumstances
      under which they were made, not misleading, when considered in conjunction
with the Time of Sale Information (such Free Writing Prospectus, a  
"Defective Underwriter Free Writing Prospectus and, together with a 
Defective Issuer Free Writing Prospectus, a "Defective Free Writing 
Prospectus"), the Underwriter shall notify WFASC thereof within one 
business day after discovery.                                       

(iii) The Underwriter shall, if requested by WFASC:     

            (A) prepare a Free Writing Prospectus which corrects the
           material misstatement in or omission from the Defective Underwriter
        Free Writing Prospectus (such corrected Underwriter Free Writing
          Prospectus, a "Corrected Underwriter Free Writing Prospectus" and,
   together with a Corrected Issuer Free Writing Prospectus, a
"Corrected Free Writing Prospectus");                   

             (B) deliver the Corrected Free Writing Prospectus to each
           investor which received the Defective Free Writing Prospectus prior
to entering into a Contract of Sale;                    

 (C) provide such investor with the following:

                       (1) adequate disclosure of the contractual arrangement;

                      (2) adequate disclosure of the investor's rights under
                        the existing Contract of Sale at the time termination is
sought;                         

                      (3) adequate disclosure of the new information that is
                      necessary to correct the misstatements or omissions in
                 the information given at the time of the original
Contract of Sale; and           

                     (4) a meaningful ability to elect to terminate or not
                    terminate the prior Contract of Sale and to elect to
                        enter into or not enter into a new Contract of Sale; and

                 (D) comply with any other requirements for reformation of the
           original Contract of Sale described in Section IV.2.c of Securities
Act Release Act 33-8591.                                

           (iv) In the event that the Defective Free Writing Prospectus was an
   Issuer Free Writing Prospectus, and the Underwriter shall in good faith
incur any reasonable costs in connection with the reformation or    
termination of the Contract of Sale, WFASC agrees to reimburse the  
    Underwriter for such costs promptly following presentation of reasonably
    detailed documentation of such costs to WFASC. The Underwriter agrees to
use best efforts to mitigate such costs.                            

   (m) The Underwriter covenants with WFASC that it will make available to
WFASC, upon reasonable prior notice and at reasonable times during normal       
business hours, such personnel as are familiar with the Underwriter's compliance
procedures for the purpose of answering questions concerning the Underwriter's  
practices and procedures for the preparation and dissemination of Written       
Communications concerning the Certificates to prospective investors prior to the
delivery of the final Prospectus to such investors.                             

    (n) The Underwriter covenants with WFASC that after the final Prospectus
is available, the Underwriter shall not distribute any Written Communication    
concerning the Certificates to a prospective investor unless such communication 
is preceded or accompanied by the final Prospectus. The foregoing covenant shall
not apply to any secondary market offers or sales of the Certificates by the    
Underwriter.                                                                    

      (o) The Underwriter agrees, upon request of WFASC, to provide to WFASC any
information within the control of the Underwriter which WFASC may reasonably    
request to enable WFASC to timely and accurately meet its disclosure and        
reporting obligations under the Act and the Exchange Act.                       

(p) The Underwriter agrees to cause any credit enhancement provider,
derivative counterparty, special servicer or credit risk manager arranged by the
Underwriter in connection with the Certificates to provide to WFASC such        
narrative disclosure, financial information, including required accountants'    
consents, and other information as WFASC may reasonably request to enable WFASC 
to timely and accurately meet its disclosure and reporting obligations under the
Act and the Exchange Act.                                                       

     (q) Notwithstanding any other provision herein, the Underwriter and WFASC
each agree to pay all costs and expenses of the other party including, without  
limitation, legal fees and expenses, incurred in connection with any successful 
action by the Underwriter or WFASC against the other party to enforce any of its
rights set forth in this Section 9.                                             

10. Termination. Subsequent to the execution of the applicable Terms
Agreement, this Agreement shall be subject to termination in the absolute       
discretion of the Underwriter, by notice given to WFASC prior to delivery of and
payment for the Certificates, if prior to such time (i) trading in securities   
generally on the New York Stock Exchange shall have been suspended or materially
limited or any setting of minimum prices for trading on such exchange shall have
been instituted, (ii) a general moratorium on commercial banking activities in  
the State of New York shall have been declared by either federal or New York    
State authorities or there shall have occurred a material disruption in         
securities settlement or clearance services in the United States, or (iii) there
shall have occurred any material outbreak or escalation of hostilities or other 
calamity or crisis the effect of which on the financial markets of the United   
States is such as to make it, in the reasonable judgment of the Underwriter,    
impracticable or inadvisable to market the Certificates on the terms and in the 
manner contemplated by the Prospectus as amended or supplemented. In addition,  
following receipt of notice from WFASC that the Mortgage Loans will not conform 
to the specifications set forth in the applicable Terms Agreement, if, in the   
reasonable judgment of the Underwriter, such disparity would have a material    
adverse effect on the marketing and sale of the Certificates, the Underwriter   
may terminate this Agreement not later than the close of business on the first  
business day after receipt of such notice or, if earlier, the Closing Date.     

      11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of WFASC, Wells   
Fargo Bank and their respective officers and of the Underwriter set forth in or 
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of the Underwriter, WFASC, Wells Fargo
Bank or any of the officers, directors or controlling persons referred to in    
Section 7 hereof, and will survive delivery of and payment for the Certificates.
The provisions of Section 5(d), Section 7, Section 8 and Section 12 hereof shall
survive the termination or cancellation of this Agreement.                      

   12. Reimbursement of Expenses. If for any reason, other than default by
the Underwriter in its obligation to purchase the Certificates, the material    
breach by the Underwriter of any of its covenants in Section 9 hereof (without  
the fault of WFASC) or termination by the Underwriter pursuant to Section 10    
hereof, the Certificates are not delivered by or on behalf of WFASC as provided 
herein, WFASC will reimburse the Underwriter for all out-of-pocket expenses of  
the Underwriter, including reasonable fees and disbursements of its counsel,    
reasonably incurred by the Underwriter in making preparations for the purchase, 
sale and delivery of the Certificates, but WFASC and Wells Fargo Bank shall then
be under no further liability to the Underwriter with respect to the            
Certificates except as provided in Section 5(d), Section 7 and Section 8 hereof.
If the Certificates are not delivered by or on behalf of WFASC as provided      
herein because of the default by the Underwriter in its obligation to purchase  
the Certificates or the material breach by the Underwriter of any of its        
covenants in Section 9 hereof (without the fault of WFASC), the Underwriter will
reimburse WFASC for all out-of-pocket expenses of WFASC, including reasonable   
fees and disbursements of its counsel, reasonably incurred by WFASC in making   
preparations for the issuance and delivery of the Certificates, but the         
Underwriter shall then be under no further liability to WFASC with respect to   
the Certificates except as provided in Sections 5(d) and 7 hereof.              

      13. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers,       
directors and controlling persons referred to in Section 7 hereof and their     
respective successors and assigns, and no other person will have any right or   
obligation hereunder.                                                           

   14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.                              

   15. Final Structure Due Date. The Underwriter agrees to submit to WFASC
not later than 9:00 a.m. New York City Time on the Final Structure Due Date     
specified in the applicable Terms Agreement its determination of the final      
structure relating to, among other items, the class designations, approximate   
principal amounts and payment priorities of the Certificates. Changes to such   
final structure may be made by the Underwriter after the Final Structure Due    
Date if the changes are of a non-material nature. The determination as to       
whether such changes are non-material shall be in the sole discretion of WFASC. 
In addition, on or before the Final Structure Due Date the Underwriter may elect
an extension thereof for an additional one or two business days beyond the      
original Final Structure Due Date if the Underwriter notifies WFASC of its      
election not later than 9:00 a.m. New York City Time on such original Final     
Structure Due Date and the Underwriter pays to WFASC, on or prior to the Closing
Date, an extension fee of $10,000 for each day the Final Structure Due Date is  
extended as reimbursement for WFASC's costs and expenses arising from such      
extension.                                                                      

   16. Miscellaneous. Time shall be of the essence of this Agreement. This
Agreement supersedes all prior or contemporaneous agreements and understandings 
relating to the subject matter hereof. Neither this Agreement nor any term      
hereof may be changed, waived, discharged or terminated except by a writing     
signed by the party against whom enforcement of such change, waiver, discharge  
or termination is sought. This Agreement may be signed in any number of         
counterparts, each of which shall be deemed an original, which taken together   
shall constitute one and the same instrument.                                   

      17. Notices. All communications hereunder will be in writing and effective
only on receipt and, if sent to the Underwriter, will be delivered to Deutsche  
Bank Securities Inc., 60 Wall Street, New York, New York 10005, or if sent to   
WFASC, will be delivered to WFASC at 7430 New Technology Way, Frederick,        
Maryland 21703; or if sent to Wells Fargo Bank, will be delivered to Wells Fargo
Bank at 1 Home Campus, Des Moines, Iowa 50328-0001.                             

* * *   

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If the foregoing is in accordance with your understanding of our    
agreement, please sign and return to the undersigned a counterpart hereof,      
whereupon this letter and your acceptance shall represent a binding agreement by
and among WFASC, Wells Fargo Bank and the Underwriter, effective as of the date 
first above written and executed as of the date or dates indicated below.       

 Very truly yours,

            WELLS FARGO ASSET SECURITIES
 CORPORATION

        By: /s/ Bradley A. Davis
           ---------------------
             Name:  Bradley A. Davis
           Title: Vice President
          Date:  June 14, 2006

      WELLS FARGO BANK, N.A.

        By: /s/ Bradley A. Davis
           ---------------------
             Name:  Bradley A. Davis
           Title: Vice President
          Date:  June 14, 2006

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the 
date first above written.                                                       

DEUTSCHE BANK SECURITIES INC.                                                   

By: /s/ Susan Valenti                                                           
------------------                                                        
Name:  Susan Valenti                                                      
Title: Director                                                           
Date:  June 14, 2006                                                      

By: /s/ Rika Yano                                                               
--------------                                                            
Name:  Rika Yano                                                          
Title: Vice President                                                     
Date:  June 14, 2006                                                      

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 Exhibit A

WELLS FARGO ASSET SECURITIES CORPORATION  
Mortgage Pass-Through Certificates

 Form of Terms Agreement

                                                                  ________, 20__

Deutsche Bank Securities Inc.                                                   
60 Wall Street                                                                  
New York, New York 10005                                                        

Underwriting Agreement dated February 15, 2006.                                 

Title of Certificates:                   Mortgage Pass-Through Certificates,    
                                      Series 20__, (Classes) (the "Offered
                 Certificates").

Classes of Certificates:                 Each of the Class A and Class B        
                                     Certificates will consist of one or
                                        more classes with the prior consent of
                              Wells Fargo Asset Securities
                                   Corporation (the "Seller"), which
                                   consent shall not be unreasonably
           withheld.

Aggregate Principal Amount               $ ___________(Approximate)             
of the Offered Certificates:                                                

Certificates Not Offered Hereby:         The Class B-4, Class B-5 and Class B-6 
                          Certificates (the "Other
                 Certificates").

Subordination:                           "Shifting interest" structure.         

Minimum Denominations of                                                        
Offered Certificates:                                                       

Class                          Minimum Denomination    Incremental Denomination 
-----                          --------------------    ------------------------ 

Classes A                            $ 25,000                   $1,000          
Class A-IO                           $ [ ]                      $1,000          
Classes A-R                          $ 100                        N/A           
Classes B-1, B-2 and B-3             $ 100,000                  $1,000          

Description of the Mortgage Loans:       Fixed interest rate, conventional,     
                                        monthly pay, fully amortizing, one- to
                                         four-family, residential first mortgage
                                       loans having original stated terms to
                                      maturity of approximately [_] years.

REMIC Election:                          Yes.                                   

Cut-Off Date:                            ___________ 1, 20___                   

Final Structure Due Date:                ___________ ___, 20___                 

Distributions:                           Distributions will be made monthly on  
                                        the 25th day of each month or the next
                              succeeding Business Day (the
                       "Distribution Date").

Servicing Fee (Monthly fee payable to    [_] % per annum (or as described in    
the Servicer):                         the prospectus supplement).          

Master Servicing Fee (Monthly fee        [_]% per annum.                        
payable to the Master Servicer):                                            

Fixed Retained Yield:                    [Yes][No].                             

Trustee:                                                                        

[Trust Administrator:                    [______________]                       

Independent Accountants:                                                        

Book-Entry Registration:                 Settlement in "same-day" funds, to the 
                                    extent practicable. REMIC residual
                                    certificates will not be issued in
                                       book-entry form, unless authorized by
             the Seller.

Optional Termination:                    The Seller will have the right to      
                                   repurchase all remaining Mortgage
                                       Loans, and effect an early retirement
                               of the Certificates, when the
                                       aggregate scheduled principal balance
                                        of the Mortgage Loans is less than 10%
                                       of the aggregate principal balance of
                                      the Mortgage Loans as of the Cut-Off
       Date.
Required Ratings:                        [Ratings]                              

Closing Date, Location and Time:         ___________ ___, 20___; offices of     
                                     Cadwalader, Wickersham & Taft, LLP,
                                    New York, New York; 10:00 a.m. New
                 York City time.

Purchase Price for the Offered                                                  
Certificates:                                                               

Class                             Percent of Initial Aggregate    
-----                             Principal Balance               
                              ----------------------------

Class A                                                      %    
Classes B-1, B-2 and B-3                                     %    

    In each case, as offered and sold pursuant to this Terms Agreement, plus
accrued interest, if applicable, thereon.                                       

    Notwithstanding any other provision of the above-referenced Underwriting
Agreement, all references to the Registration Statement in the Underwriting     
Agreement shall be with reference to File No. _________.                        

Subject to the terms and conditions and in reliance upon the        
representations and warranties set forth in the above-referenced Underwriting   
Agreement (which is incorporated herein in its entirety and made a part hereof) 
as supplemented by this Terms Agreement, the Seller agrees to sell to the       
Underwriter, and the Underwriter agrees to purchase from the Seller, the Offered
Certificates.                                                                   

The Underwriter has been retained solely to act as underwriter in   
connection with the sale of the Offered Certificates to investors (including the
establishment of the price of the Offered Certificates to investors), and no    
fiduciary, advisory or agency relationship between Seller and the Underwriter   
has been created in respect of any of the transactions contemplated by this     
Terms Agreement, irrespective of whether the Underwriter has advised or is      
advising Seller on other matters.                                               

* * *   

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If the foregoing is in accordance with your understanding of our    
agreement, please sign and return to the undersigned a counterpart hereof,      
whereupon this letter and your acceptance shall represent a binding agreement by
and among the Seller, Wells Fargo Bank, N.A. and the Underwriter.               

               Very truly yours,

                          WELLS FARGO ASSET SECURITIES
                   CORPORATION

 By:
                                          --------------------------------------
         Name:
          Title:

                    WELLS FARGO BANK, N.A.

 By:
                                          --------------------------------------
         Name:
          Title:

The foregoing Terms Agreement is hereby confirmed and accepted as of the date   
first above written.                                                            

DEUTSCHE BANK SECURITIES INC.                                                   

By:                                                                             
--------------------------------------                                    
Name:                                                                     
Title:                                                                    

By:                                                                             
--------------------------------------                                    
Name:                                                                     
Title:                                                                    

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 Exhibit B

SUPPLEMENTAL INFORMATION

     With respect to any investor, "Supplemental Information" means any of the
following types of information, to the extent omitted from the Issuer Free      
Writing Prospectus:                                                             

     1. The structure of the Certificates being offered to such investor (such
Certificates, the "Offered Certificates"), including general paydown rules, the 
interest rate or interest rate formula, if applicable, the anticipated price or 
price range, the yield to maturity and/or call, the weighted average life at the
pricing speed and under such other scenarios as may be necessary to illustrate  
the material effects of prepayments or changes in interest rates on the Offered 
Certificates (with a description of any related prepayment, collateral and other
assumptions), and other pricing information;                                    

    2. The "principal type" and "interest type" of the Offered Certificates,
using the categories listed under "Description of the Certificates--Categories  
of Classes of Certificates" in the Base Prospectus;                             

3. The interest accrual period for the Offered Certificates;        

 4. Whether the Offered Certificates represent interests in the entire
Mortgage Pool or in one or more mortgage loan groups, the nature of such loan   
groups, any differences in the subordination levels of the Offered Certificates 
relating to such loan groups or the "deal rates" for such loan groups from the  
deal rate specified in the Issuer Free Writing Prospectus as a result of the    
division of the Mortgage Pool into more than one loan group by the Underwriter  
or as a result of the Underwriter dividing the subordinated certificates into   
more than one group and the nature of any cross-collateralization arrangements  
affecting the Offered Certificates.                                             

    5. A description of any third party credit enhancement or any derivative
instruments being selected by the Underwriter in connection with the Offered    
Certificates, together with the identity of and material information about any  
related provider or counterparty, to the extent known to the Underwriter, and   
the ratings assigned to such provider or counterparty; and                      

     6. The identity of and material information about any special servicer or
credit risk manager selected by the Underwriter with respect to the Offered     
Certificates.                                                                   

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WELLS FARGO ASSET SECURITIES CORPORATION  
Mortgage Pass-Through Certificates

 TERMS AGREEMENT

                                                                    June 5, 2006

Deutsche Bank Securities Inc.                                                   
60 Wall Street                                                                  
New York, New York 10005                                                        

Underwriting Agreement dated February 15, 2006                                  

Title of Certificates:                   Mortgage Pass-Through Certificates,    
                                       Series 2006-AR10, Class A, Class B-1,
                                       Class B-2 and Class B-3 (the "Offered
                 Certificates").

Classes of Certificates:                 Each of the Class A and Class B        
                                     Certificates will consist of one or
                                        more classes with the prior consent of
                              Wells Fargo Asset Securities
                                      Corporation (the "Depositor"), which
                                   consent shall not be unreasonably
           withheld.

Aggregate Principal Amount               $2,918,985,100 (Approximate)           
of the Offered Certificates:                                                

Certificates Not Offered Hereby:         The Class B-4, Class B-5 and Class B-6 
               Certificates.

Subordination:                           "Shifting interest" structure.         

Minimum Denominations of                                                        
Offered Certificates:                                                       

Class                            Minimum Denomination   Incremental Denomination
-----                            --------------------   ------------------------

Classes I-A-1, II-A-1,                 $ 25,000                  $1,000         
III-A-1,IV-A-1, V-A-1,                                                      
V-A-2, V-A-3, V-A-4,                                                        
V-A-5 and V-A-6                                                             

Classes I-A-2, II-A-2,                 $ 100,000                 $1,000         
III-A-2, IV-A-2,                                                            
V-A-7, B-1, B-2                                                             
and B-3                                                                     

Class I-A-R                              $ 100                    N/A           

Description of the Mortgage Loans:       Five loan groups of fully amortizing,  
                                 one- to four-family, adjustable
                                  interest rate, residential first
                                      mortgage loans, substantially all of
                                     which have original terms to stated
                                         maturity of approximately 30 years. All
                                      of the mortgage loans were made at a
                                         reduced rate of interest as a result of
                                      the mortgagors' banking relationship
                                        with Wells Fargo Bank, N.A. Certain of
                                      the mortgage loans will require only
                                 payments of interest for a term
                                         specified in the related mortgage note.

REMIC Election:                          Yes.                                   

Cut-Off Date:                            June 1, 2006                           

Final Structure Due Date:                June 12, 2006.                         

Delivery of Final Prospectus                                                    
(if the final structure is not                                              
delivered to the Depositor by                                               
the Final Structure Due Date):                                              

Final Structure Delivered to the         Delivery of Final Prospectus to        
Depositor                                Underwriter                            
--------------------------------         -------------------------------        

By June 16, 2006:                        One Business Day before Closing Date.  

By June 21, 2006:                        Closing Date.                          

By June 22, 2006 or later:               As determined by the Depositor,        
                                  possible change of Closing Date.

Distributions:                           Distributions will be made monthly on  
                                        the 25th day of each month or the next
                              succeeding Business Day (the
                       "Distribution Date").

Servicing Fee (Monthly fee payable to    0.250%  per annum (or as  described  in
the Servicer):                         the prospectus supplement).          

Master Servicing Fee (Monthly fee        0.010% per annum.                      
payable to the Master Servicer):                                            

Fixed Retained Yield:                    No.                                    

Trustee:                                 HSBC Bank USA, National Association.   

Independent Accountants:                 Deloitte & Touche LLP                  

Book-Entry Registration:                 Settlement in "same-day" funds, to the 
                                    extent practicable. REMIC residual
                                    certificates will not be issued in
                                       book-entry form, unless authorized by
                the Depositor.

Optional Termination:                    The Depositor will have the right to   
                                   repurchase all remaining Mortgage
                                       Loans, and effect an early retirement
                                         of the Certificates, when the aggregate
                                    scheduled principal balance of the
                                        Mortgage Loans is less than 10% of the
                                    aggregate principal balance of the
                                        Mortgage Loans as of the Cut-Off Date.

Required Ratings:                                                               

The following ratings by Fitch Ratings                                          
("Fitch") and Standard & Poor's, a                                          
division of the McGraw-Hill                                                 
Companies, Inc. ("S&P"):                                                    

Class                                Fitch        S&P                           
-----                                -----        ---                           

Classes I-A-1, I-A-2, I-A-R,          AAA         AAA                           
II-A-1, II-A-2, III-A-1,                                                    
III-A-2, IV-A-1, IV-A-2,                                                    
V-A-1, V-A-2, V-A-3,                                                        
V-A-4, V-A-5, V-A-6 and V-A-7                                               

Class B-1                              AA        None                           

Class B-2                               A        None                           

Class B-3                             BBB        None                           

Closing Date, Location and Time:         June 29, 2006;  offices of  Cadwalader,
                                         Wickersham & Taft,  LLP, New York,  New
                                      York; 10:00 a.m. New York City time.
Purchase Price for the Offered                                                  
Certificates:                                                               

Class                              Price                            
-----                              -----                            

Class A                            [___________________]%           
Class B-1                          [___________________]%           
Class B-2                          [___________________]%           
Class B-3                          [___________________]%           

    In each case, as offered and sold pursuant to this Terms Agreement, plus
accrued interest, if applicable, thereon.                                       

Date of Pooling and Servicing Agreement: The Closing Date.                      

    Notwithstanding any other provision of the above-referenced Underwriting
Agreement, all references to the Registration Statement in the Underwriting     
Agreement shall be with reference to File No. 333-129159.                       

Subject to the terms and conditions and in reliance upon the        
representations and warranties set forth in the above-referenced Underwriting   
Agreement (which is incorporated herein in its entirety and made a part hereof) 
as supplemented by this Terms Agreement, the Depositor agrees to sell to the    
Underwriter, and the Underwriter agrees to purchase from the Depositor, the     
Offered Certificates.                                                           

The Underwriter has been retained solely to act as underwriter in   
connection with the sale of the Offered Certificates to investors (including the
establishment of the price of the Offered Certificates to investors), and no    
fiduciary, advisory or agency relationship between Depositor and the Underwriter
has been created in respect of any of the transactions contemplated by this     
Terms Agreement, irrespective of whether the Underwriter has advised or is      
advising Depositor on other matters.                                            

* * *   

EX-1.1
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If the foregoing is in accordance with your understanding of our    
agreement, please sign and return to the undersigned a counterpart hereof,      
whereupon this letter and your acceptance shall represent a binding agreement by
and among the Depositor, Wells Fargo Bank, N.A. and the Underwriter.            

               Very truly yours,

                          WELLS FARGO ASSET SECURITIES
             CORPORATION

                           By:      /s/ Bradley A. Davis
                                              ----------------------------------
                                  Name: Bradley A. Davis
                                 Title: Vice President

                    WELLS FARGO BANK, N.A.

                              By:         /s/ Bradley A. Davis
                                              ----------------------------------
                                  Name: Bradley A. Davis
                                 Title: Vice President

The foregoing Terms Agreement is hereby confirmed and accepted as of the date   
first above written.                                                            

DEUTSCHE BANK SECURITIES INC.                                                   

By:       /s/ Rika Yano                                                         
----------------------------------                                
Name:  Rika Yano                                                  
Title: Vice President                                             

By:       /s/ Susan Valenti                                                     
----------------------------------                                
Name:  Susan Valenti                                              
Title: Director                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		7/12/06
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