EXHIBIT 4.1
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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
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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
