______________________________________________________________________________
XXXXX FARGO ASSET SECURITIES CORPORATION
(Depositor)
and
XXXXX FARGO BANK, N.A.
(Master Servicer)
and
HSBC BANK USA, NATIONAL ASSOCIATION
(Trustee)
AMENDMENT NO. 1
Dated as of May 6, 2008
to the
POOLING AND SERVICING AGREEMENT
Dated as of February 28, 2008
Mortgage Pass-Through Certificates
Series 2008-AR2
______________________________________________________________________________
AMENDMENT NO. 1, dated as of May 6, 2008 (the "Amendment"), to the
Pooling and Servicing Agreement, dated as of February 28, 2008 (the
"Agreement"), among XXXXX FARGO ASSET SECURITIES CORPORATION, as depositor (the
"Depositor"), XXXXX 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 Liquidated Loan Loss 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:
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Mortgage
Interest Rate from the Due Date as to which interest was last paid with respect
thereto through the last day of the month preceding the month in which such
Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect to
such Liquidated Loan.
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.
XXXXX FARGO ASSET SECURITIES CORPORATION
as Depositor
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.
as Master Servicer
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
as Trustee
By: /s/ Xxxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Vice President
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On the 6th day of May, 2008 before me, a notary public in and for
said State, personally appeared Xxxxxxx X. Xxxxx, known to me to be a Vice
President of Xxxxx 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 XXXXXX )
On this 6th day of May, 2008, before me, the undersigned officer,
personally appeared Xxxxxx X. Xxxxxx, and acknowledged to me to be a Vice
President of Xxxxx 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 6th day of May, 2008, before me, a notary public in and for
the State of New York, personally appeared Xxxxxxxxx Xxxxx, 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
