Amendment No. 1 to Pooling and Servicing Agreement among Wells Fargo Asset Securities Corporation, Wells Fargo Bank, N.A., and HSBC Bank USA, N.A.

Summary

This amendment updates the Pooling and Servicing Agreement for the Mortgage Pass-Through Certificates Series 2008-AR1 among Wells Fargo Asset Securities Corporation (Depositor), Wells Fargo Bank, N.A. (Master Servicer), and HSBC Bank USA, N.A. (Trustee). The amendment clarifies the definition of "Rate Determination Date" and adds a definition for "LIBOR Interest Accrual Period" to align the agreement with the related prospectus. All other terms of the original agreement remain unchanged and in effect.

EX-4.1 2 we12384183-ex4_1.txt POOLING AND SERVICING AGREEMENT EXHIBIT 4.1 - -------------------------------------------------------------------------------- WELLS FARGO ASSET SECURITIES CORPORATION (Depositor) and WELLS FARGO BANK, N.A. (Master Servicer) and HSBC BANK USA, NATIONAL ASSOCIATION (Trustee) AMENDMENT NO. 1 Dated as of March 25, 2008 to the POOLING AND SERVICING AGREEMENT Dated as of February 27, 2008 Mortgage Pass-Through Certificates Series 2008-AR1 - -------------------------------------------------------------------------------- AMENDMENT NO. 1, dated as of March 25, 2008 (the "Amendment"), to the Pooling and Servicing Agreement, dated as of February 27, 2008 (the "Agreement"), among WELLS FARGO ASSET SECURITIES CORPORATION, as depositor (the "Depositor"), WELLS FARGO BANK, N.A., as master servicer (the "Master Servicer"), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the "Trustee"). WHEREAS, Section 10.01(a) of the Agreement provides that the Depositor, the Master Servicer and the Trustee may amend the Agreement without the consent of the Holders of Certificates for the purpose of correcting or supplementing any provisions in the Agreement which may be inconsistent with any provisions in the Prospectus. WHEREAS, the definition of Rate Determination Date in the Agreement is inconsistent with the definition in the Prospectus. WHEREAS, the Depositor, the Master Servicer and the Trustee agree to amend the Agreement, as set forth in this Amendment. NOW THEREFORE, in consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows: All terms used in this Amendment which are defined in the Agreement, either directly or by reference therein, have the meanings assigned to them therein, except to the extent such terms are defined or modified in this Amendment or the context clearly requires otherwise. Section 1. Amendment of Section 1.01. The following definition is hereby amended to read in its entirety as follows: Rate Determination Date: As to any Distribution Date and the Class of LIBOR Certificates, the second LIBOR Business Day preceding the commencement of each LIBOR Interest Accrual Period. The following definition is hereby added to the Agreement: LIBOR Interest Accrual Period: From and including the preceding Distribution Date, or in the case of the first Distribution Date, from the Closing Date, through and including the day prior to the current Distribution Date. Section 2. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Section 3. Ratification of Agreement. Except as modified and expressly amended by this Amendment, the Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. Section 4. Governing Law; Jurisdiction. This Amendment shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written. WELLS FARGO ASSET SECURITIES CORPORATION as Depositor By: /s/ Bradley A. Davis -------------------- Name: Bradley A. Davis Title: Vice President WELLS FARGO BANK, N.A. as Master Servicer By: /s/ Stacey M. Taylor -------------------- Name: Stacey M. Taylor Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION as Trustee By: /s/ Alexander Pabon ------------------- Name: Alexander Pabon Title: Vice President STATE OF MARYLAND ) ss.: COUNTY OF FREDERICK ) On the 25th day of March, 2008 before me, a notary public in and for said State, personally appeared Bradley A. Davis, known to me to be a Vice President of Wells Fargo Asset Securities Corporation, a Delaware corporation, that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public STATE OF MARYLAND ) ss.: COUNTY OF HOWARD ) On this 25th day of March, 2008, before me, the undersigned officer, personally appeared Stacey M. Taylor, and acknowledged to me to be a Vice President of Wells Fargo Bank, National Association, and that as such officer, being duly authorized to do so pursuant to such entity's by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by himself/herself as such officer as his/her free and voluntary act and deed and the free and voluntary act and deed of said entity. IN WITNESS WHEREOF, I hereunto set my hand and official seal. - -------------------- Notary Public [NOTARIAL SEAL] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 25th day of March, 2008, before me, a notary public in and for the State of New York, personally appeared Alexander Pabon, known to me who, being by me duly sworn, did depose and say that he is a Vice President of HSBC Bank USA, National Association, a national banking association, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said association. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public