Unassociated Document


     

    
      EXHIBIT
        4.1

      


      


      SERVICER
        APPOINTMENT, ASSUMPTION AND 

      AMENDMENT
        AGREEMENT

      


      THIS
        SERVICER APPOINTMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”),
        dated as of January 2, 2007, is by and among Nomura Asset Acceptance
        Corporation, as depositor (the “Depositor”), Nomura Credit & Capital, Inc.,
        as seller (in such capacity, the “Sponsor”), Wells Fargo Bank, National
        Association, as a servicer (“Wells Fargo”), GMAC Mortgage, LLC (“GMACM”), Wells
        Fargo Bank, National Association, as master servicer (the “Master Servicer”) and
        securities administrator (the “Securities Administrator”), and HSBC Bank USA,
        National Association, as trustee (the “Trustee”).

      


      W
        I T N E
        S S E T H

      


      WHEREAS,
        the Depositor, the Sponsor, the Master Servicer, the Securities Administrator,
        GMAC Mortgage Corporation, predecessor in interest to GMACM, and the Trustee
        entered into the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), dated as of September 1, 2006, relating to Nomura Asset Acceptance
        Corporation, Mortgage Pass-Through Certificates, Series 2006-AR3;

      


      WHEREAS,
        pursuant to Section 7.06 of the Pooling and Servicing Agreement, the Sponsor
        has
        the right to terminate GMACM as Servicer of the Mortgage Loans set forth
        on
        Schedule 1 attached hereto (the “Wells Fargo Mortgage Loans”) without cause upon
        the satisfaction of certain conditions set forth in the Pooling and Servicing
        Agreement;

      


      WHEREAS,
        the Depositor and the Sponsor desire to amend certain provisions of the Pooling
        and Servicing Agreement to better effectuate the replacement of GMACM as
        the
        Servicer thereunder with respect to the Wells Fargo Mortgage Loans;


      


      WHEREAS,
        Section 11.01 of the Pooling and Servicing Agreement provides that the Pooling
        and Servicing Agreement may be amended from time to time by the parties thereto,
        without the consent of any of the Certificateholders to cure any ambiguity,
        to
        correct or supplement any provisions therein, to change the manner in which
        the
        Distribution Account maintained by the Securities Administrator or the Custodial
        Account maintained by the Servicers are maintained or to make such other
        provisions with respect to matters or questions arising under the Pooling
        and
        Servicing Agreement as shall not be inconsistent with any other provisions
        therein if such action shall not, as evidenced by an Opinion of Counsel,
        adversely affect in any material respect the interests of any Certificateholder
        (or the Swap Provider unless the Swap Provider shall have consented to the
        amendment, which consent shall not be unreasonably withheld); provided that
        any
        such amendment shall be deemed not to adversely affect in any material respect
        the interests of the Certificateholders and no such Opinion of Counsel shall
        be
        required if the Person requesting such amendment obtains a letter from each
        Rating Agency stating that such amendment would not result in the downgrading
        or
        withdrawal of the respective ratings then assigned to the Certificates; provided
        further that any such amendment shall be deemed not to adversely affect in
        any
        material respect the interests of the Certificateholders and no such Opinion
        of
        Counsel nor any letter from the Rating Agencies stating that such amendment
        would not result in the downgrading or withdrawal of the respective ratings
        then
        assigned to the Certificates shall be required if such amendment is to effect
        a
        transfer of servicing pursuant to Section 7.06(a) of the Pooling and Servicing
        Agreement to a Successor Servicer satisfying the Minimum Servicing
        Requirements;

      


      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, and of the mutual covenants herein contained,
        the
        parties hereto agree as follows:

      


      SECTION
        1. Defined Terms.

      


      For
        purposes of this Agreement, unless the context clearly requires otherwise,
        all
        capitalized terms which are used but not otherwise defined herein shall have
        the
        respective meanings assigned to such terms in the Pooling and Servicing
        Agreement.

      


      SECTION
        2. Appointment of Servicer.

      


      (a)          The
        Sponsor hereby proposes that Wells Fargo be appointed as the Servicer under
        the
        Pooling and Servicing Agreement with respect to the Wells Fargo Mortgage
        Loans
        and, subject to the satisfaction of the conditions precedent set forth in
        Section 5 of this Agreement, the Sponsor will provide written notification
        to
        GMACM of its termination as the servicer under the Pooling and Servicing
        Agreement with respect to the Wells Fargo Mortgage Loans to be effective
        as of
        the close of business on January 2, 2007 (the “Termination Date”).

      


      (b)          In
        connection with the appointment of Wells Fargo as a Servicer under the Pooling
        and Servicing Agreement, on the Termination Date, the Sponsor shall cause
        Wells
        Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances
        due
        and owing to GMACM under the Pooling and Servicing Agreement in connection
        with
        GMACM’s servicing and administration of the Wells Fargo Mortgage Loans prior to
        the Termination Date.

      


      (c)          The
        Master Servicer, subject to the satisfaction of the conditions precedent
        set
        forth in Section 5 of this Agreement, consents to the appointment of Wells
        Fargo
        as a Servicer under the Pooling and Servicing Agreement and hereby designates
        Wells Fargo as the Servicer of the Wells Fargo Mortgage Loans from and after
        the
        Termination Date.

      


      (d)          Wells
        Fargo hereby (i) represents and warrants that it meets all requirements of
        a
        servicer set forth in Section 8.02 of the Pooling and Servicing Agreement,
        (ii)
        accepts the appointment as the Servicer of the Wells Fargo Mortgage Loans
        under
        the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge
        the
        due and punctual performance and observance of each covenant and condition
        to be
        performed and observed by a servicer under the Pooling and Servicing Agreement,
        as amended hereby, and (iv) assumes and agrees, as of the date hereof, to
        be
        bound by all terms and conditions of the Pooling and Servicing Agreement,
        as
        amended hereby.

      


      (e)      On
        the
        Termination Date, each account that, pursuant to the terms of the Pooling
        and
        Servicing Agreement, is required to be established and maintained by GMACM
        with
        respect to the Wells Fargo Mortgage Loans shall be moved to and maintained
        by
        Wells Fargo at Wells Fargo. This Agreement shall be deemed to satisfy any
        and
        all requirements in the Pooling and Servicing Agreement for notice of change
        in
        any such account.

      


      SECTION
        3. Amendments to Pooling and Servicing Agreement.

      


      (a)         
         Article
        1
        of the Pooling and Servicing Agreement is hereby amended by adding the following
        definitions in alphabetical order:

      


      Wells
        Fargo:
        Wells
        Fargo Bank, National Association, and any successor appointed under this
        Agreement in connection with the servicing and administration of the Wells
        Fargo
        Mortgage Loans.

      


      Wells
        Fargo Mortgage Loans:
        Those
        Mortgage Loans serviced by Wells Fargo pursuant to the terms of this Agreement
        as specified on the Mortgage Loan Schedule.

      


      (b)        
         Article
        1
        of the Pooling and Servicing Agreement is hereby further amended by deleting
        the
        definition of Servicer and replacing it with the following:

      


      Servicer:
        GMACM,
        Wachovia or Wells Fargo or any successor thereto approvied hereunder or under
        the Servicing Agreement in connection with the servicing and administration
        of
        the related Mortgage Loans.

      


      (c)   
          The
        following representations and warranties are hereby made by Wells Fargo to
        the
        Sponsor, the Depositor, the Master Servicer, the Securities Administrator
        and
        the Trustee as of the date hereof and such representations and warranties
        shall
        replace the representations and warranties of GMACM set forth in Section
        2.03(a)
        of the Pooling and Servicing Agreement:

      


      (i) It
        is
        duly organized and is validly existing and in good standing under the laws
        of
        the United States and is duly authorized and qualified to transact any and
        all
        business contemplated by this Agreement to be conducted by it in any state
        in
        which a Mortgaged Property is located or is otherwise not required under
        applicable law to effect such qualification and, in any event, is in compliance
        with the doing business laws of any such state, to the extent necessary to
        ensure its ability to service the Mortgage Loans in accordance with the terms
        of
        this Agreement and to perform any of its other obligations under this Agreement
        in accordance with the terms hereof.

      


      (ii) It
        has
        the full corporate power and authority to service each Mortgage Loan, and
        to
        execute, deliver and perform, and to enter into and consummate the transactions
        contemplated by this Agreement and has duly authorized by all necessary
        corporate action on its part the execution, delivery and performance of this
        Agreement; and this Agreement, assuming the due authorization, execution
        and
        delivery hereof by the other parties hereto, constitutes its legal, valid
        and
        binding obligation, enforceable against it in accordance with its terms,
        except
        that (a) the enforceability hereof may be limited by the effect of insolvency,
        liquidation, conservatorship and other similar laws administered by the Federal
        Deposit Insurance Corporation affecting the enforcement of contract obligations
        of insured banks and (b) the remedy of specific performance and injunctive
        and
        other forms of equitable relief may be subject to equitable defenses and
        to the
        discretion of the court before which any proceeding therefor may be brought
        and
        further subject to public policy with respect to indemnity and contribution
        under applicable securities law.

      


      (iii) The
        execution and delivery of this Agreement by it, the servicing of the Mortgage
        Loans by it under this Agreement, the consummation of any other of the
        transactions contemplated by this Agreement, and the fulfillment of or
        compliance with the terms hereof are in its ordinary course of business and
        will
        not (A) result in a material breach of any term or provision of its charter
        or
        by-laws or (B) materially conflict with, result in a material breach, violation
        or acceleration of, or result in a material default under, the terms of any
        other material agreement or instrument to which it is a party or by which
        it may
        be bound, or (C) constitute a material violation of any statute, order or
        regulation applicable to it of any court, regulatory body, administrative
        agency
        or governmental body having jurisdiction over it; and it is not in breach
        or
        violation of any material indenture or other material agreement or instrument,
        or in violation of any statute, order or regulation of any court, regulatory
        body, administrative agency or governmental body having jurisdiction over
        it
        which breach or violation may materially impair its ability to perform or
        meet
        any of its obligations under this Agreement.

      


      (iv) It
        is an
        approved servicer of conventional mortgage loans for Fannie Mae or Freddie
        Mac
        and is a mortgagee approved by the Secretary of Housing and Urban Development
        pursuant to sections 203 and 211 of the National Housing Act.

      


      (v) No
        litigation is pending or, to the best of its knowledge, threatened in writing,
        against it that would materially and adversely affect the execution, delivery
        or
        enforceability of this Agreement or its ability to service the Mortgage Loans
        or
        to perform any of its other obligations under this Agreement in accordance
        with
        the terms hereof.

      


      (vi) No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for its execution, delivery and performance of, or compliance
        with, this Agreement or the consummation of the transactions contemplated
        hereby, or if any such consent, approval, authorization or order is required,
        it
        has obtained the same.

      


      (vii) Wells
        Fargo has accurately and fully reported, and will continue to accurately
        and
        fully report, its borrower credit files to each of the credit repositories
        in a
        timely manner materially in accordance with the Fair Credit Reporting Act
        and
        its implementing legislation.

      


      (viii) Wells
        Fargo is a member of MERS in good standing, and will comply in all material
        respects with the rules and procedures of MERS in connection with the servicing
        of the Mortgage Loans that are registered with MERS.

      


      (ix) Wells
        Fargo will not waive any Prepayment Charge with respect to a Mortgage Loan
        unless it is waived in accordance with the standard set forth in Section
        3.01.

      


      


      SECTION
        4. Representations and Warranties of the Depositor and Sponsor

      


      (a)           The
        following representations and warranties are hereby made by the Depositor
        to the
        Sponsor, Wells Fargo, the Master Servicer, the Securities Administrator and
        the
        Trustee as of the date hereof:

      


      (i) The
        Depositor is duly organized and is validly existing as a corporation in good
        standing under the laws of the State of Delaware and has full power and
        authority (corporate and other) necessary to own or hold its properties and
        to
        conduct its business as now conducted by it and to enter into and perform
        its
        obligations under this Agreement. 

      


      (ii) The
        Depositor has the full corporate power and authority to execute, deliver
        and
        perform, and to enter into and consummate the transactions contemplated by
        this
        Agreement and has duly authorized, by all necessary corporate action on its
        part, the execution, delivery and performance of this Agreement; and this
        Agreement, assuming the due authorization, execution and delivery hereof
        by the
        other parties hereto, constitutes its legal, valid and binding obligation
        of the
        Depositor, enforceable against the Depositor in accordance with its terms,
        subject, as to enforceability, to (a) bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally and
        (b) the remedy of specific performance and injunctive and other forms of
        equitable relief may be subject to equitable defenses and to the discretion
        of
        the court before which any proceeding therefor may be brought and further
        subject to public policy with respect to indemnity and contribution under
        applicable securities law.

      


      (iii) The
        execution and delivery of this Agreement by the Depositor, the consummation
        of
        any of the transactions contemplated by this Agreement, and the fulfillment
        of
        or compliance with the terms hereof are in the ordinary course of business
        of
        the Depositor and will not (A) result in a material breach of any term or
        provision of the charter or by-laws of the Depositor or (B) materially conflict
        with, result in a material breach, violation or acceleration of, or result
        in a
        material default under, the terms of any other material agreement or instrument
        to which it is a party or by which it may be bound, or (C) constitute a material
        violation of any statute, order or regulation applicable to it of any court,
        regulatory body, administrative agency or governmental body having jurisdiction
        over the Depositor; and the Depositor is not in breach or violation of any
        material indenture or other material agreement or instrument, or in violation
        of
        any statute, order or regulation of any court, regulatory body, administrative
        agency or governmental body having jurisdiction over it which breach or
        violation may materially impair its ability to perform or meet any of its
        obligations under this Agreement.

      


      (iv) No
        litigation is pending or, to the best of its knowledge, threatened, against
        the
        Depositor that would materially and adversely affect the execution, delivery
        or
        enforceability of this Agreement or the ability of the Depositor to perform
        any
        of its obligations under this Agreement in accordance with the terms
        hereof.

      


      (v) No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for its execution, delivery and performance by the Depositor
        of, or compliance by the Depositor with, this Agreement or the consummation
        of
        the transactions contemplated hereby, or if any such consent, approval,
        authorization or order is required, it has obtained the same.

      


      (b)
        The
        following representations and warranties are hereby made by the Sponsor to
        the
        Depositor, Wells Fargo, the Master Servicer, the Securities Administrator
        and
        the Trustee as of the date hereof:

      


      (i) The
        Sponsor is duly organized, validly existing and in good standing under the
        laws
        of the State of Delaware and is duly authorized and qualified to transact
        any
        and all business contemplated by this Agreement to be conducted by the Sponsor
        in any state in which a Mortgaged Property is located or is otherwise not
        required under applicable law to effect such qualification and, in any event,
        is
        in compliance with the doing business laws of any such state, to the extent
        necessary to ensure its ability to enforce each Mortgage Loan, to sell the
        Mortgage Loans in accordance with the terms of this Agreement and to perform
        any
        of its other obligations under this Agreement in accordance with the terms
        hereof.

      


      (ii) The
        Sponsor has the full corporate power and authority and to execute, deliver
        and
        perform, and to enter into and consummate the transactions contemplated by
        this
        Agreement and has duly authorized by all necessary corporate action on its
        part
        the execution, delivery and performance of this Agreement; and this Agreement,
        assuming the due authorization, execution and delivery hereof by the other
        parties hereto, constitutes its legal, valid and binding obligation of the
        Sponsor, enforceable against the Sponsor in accordance with its terms, except
        that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
        moratorium, receivership and other similar laws relating to creditors’ rights
        generally and (b) the remedy of specific performance and injunctive and other
        forms of equitable relief may be subject to equitable defenses and to the
        discretion of the court before which any proceeding therefor may be brought
        and
        further subject to public policy with respect to indemnity and contribution
        under applicable securities law.

      


      (iii) The
        execution and delivery of this Agreement by the Sponsor, the consummation
        of any
        other of the transactions contemplated by this Agreement, and the fulfillment
        of
        or compliance with the terms hereof are in its ordinary course of business
        of
        the Sponsor and will not (A) result in a material breach of any term or
        provision of its charter or by-laws of the Sponsor or (B) materially conflict
        with, result in a material breach, violation or acceleration of, or result
        in a
        material default under, the terms of any other material agreement or instrument
        to which it is a party or by which it may be bound, or (C) constitute a material
        violation of any statute, order or regulation applicable to the Sponsor of
        any
        court, regulatory body, administrative agency or governmental body having
        jurisdiction over the Sponsor; and the Sponsor is not in breach or violation
        of
        any material indenture or other material agreement or instrument, or in
        violation of any statute, order or regulation of any court, regulatory body,
        administrative agency or governmental body having jurisdiction over it which
        breach or violation may materially impair its ability to perform or meet
        any of
        its obligations under this Agreement.

      


      (iv) No
        litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
        against the Sponsor that would materially and adversely affect the execution,
        delivery or enforceability of this Agreement or its ability to perform any
        of
        its obligations under this Agreement in accordance with the terms
        hereof.

      


      (v) No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Sponsor
        of,
        or compliance with, this Agreement or the consummation of the transactions
        contemplated hereby, or if any such consent, approval, authorization or order
        is
        required, the Sponsor has obtained the same.

      


      (vi) The
        Sponsor has the right to terminate GMACM as the Servicer of the Mortgage
        Loans
        pursuant to Section 7.06 of the Pooling and Servicing Agreement and such
        termination shall be exercised in accordance with the terms and conditions
        of
        the Pooling and Servicing Agreement and all applicable law.

      


      SECTION
        5. Conditions Precedent.

      


      The
        transactions contemplated by this Agreement shall be conditioned upon the
        satisfaction of the following conditions precedent:

      


      (i) each
        of
        the Sponsor, GMACM and the Master Servicer shall have executed this Agreement
        evidencing its consent to the appointment of Wells Fargo as the Servicer
        of the
        Wells Fargo Mortgage Loans under the Pooling and Servicing
        Agreement;

      


      (ii) Wells
        Fargo shall have executed this Agreement evidencing its acceptance of its
        appointment as the Servicer of the Wells Fargo Mortgage Loans under the Pooling
        and Servicing Agreement and its agreement to be bound by the terms of this
        Agreement and the Pooling and Servicing Agreement;

      


      (iii) the
        Sponsor shall have notified GMACM of its decision to terminate GMACM as the
        Servicer of the Wells Fargo Mortgage Loans under the Pooling and Servicing
        Agreement; and

      


      (iv) each
        Rating Agency has been notified in writing of the appointment of Wells Fargo
        as
        a Servicer.

      


      SECTION
        6. Effectiveness of this Agreement.

      


      Upon
        execution of this Agreement, the Pooling and Servicing Agreement shall be,
        and
        be deemed to be, modified and amended in accordance herewith and the respective
        rights, limitations, obligations, duties, liabilities and immunities of the
        Depositor, the Sponsor, Wells Fargo, GMACM, the Master Servicer, the Securities
        Administrator and the Trustee shall hereafter be determined, exercised and
        enforced subject in all respects to such modifications and amendments, and
        all
        the terms and conditions of this Agreement shall be deemed to be part of
        the
        terms and conditions of the Pooling and Servicing Agreement for any and all
        purposes. Except as modified and expressly amended by this Agreement, the
        Pooling and Servicing 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
        7. Binding Effect.

      


      The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the respective successors and assigns of the parties hereto, and all such
        provisions shall inure to the benefit of the Depositor, the Sponsor, Wells
        Fargo, GMACM, the Master Servicer, the Securities Administrator and the
        Trustee.

      


      SECTION
        8. Governing Law.

      


      This
        Agreement shall be construed in accordance with the substantive laws of the
        State of New York (without regard to conflict of law principles) and the
        obligations, rights and remedies of the parties hereto shall be determined
        in
        accordance with such laws.

      


      SECTION
        9. Severability of Provisions.

      


      If
        any
        one or more of the provisions or terms of this Agreement shall be for any
        reason
        whatsoever held invalid, then such provisions or terms shall be deemed severable
        from the remaining provisions or terms of this Agreement and shall in no
        way
        affect the validity or enforceability of the other provisions or terms of
        this
        Agreement.

      


      SECTION
        10. Section Headings.

      


      The
        section headings herein are for convenience of reference only, and shall
        not
        limit or otherwise affect the meaning hereof.

      


      SECTION
        11. Counterparts.

      


      This
        Agreement may be executed in several counterparts, each of which shall be
        an
        original and all of which shall constitute but one and the same
        instrument.

      


      [signature
        pages follow]

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Depositor, the Sponsor, Wells Fargo, GMACM, the Securities
        Administrator and the Trustee have caused their names to be signed hereto
        by
        their respective officers thereunto duly authorized as of the day and year
        first
        above written.

       

      
        	 	 	 	 	 	 	 	
                NOMURA
                  ASSET ACCEPTANCE CORPORATION,

                as
                  Depositor

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  John P. Graham

              
	 	 	 	 	 	 	 	
                Name:

              	
                John
                  P. Graham 

              
	 	 	 	 	 	 	 	
                Title:

              	
                President

              


      

      


      
        	 	 	 	 	 	 	 	
                NOMURA
                  CREDIT & CAPITAL, INC.,

                as
                  Sponsor

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Timothy P.F. Crowley

              
	 	 	 	 	 	 	 	
                Name:

              	
                Timothy
                  P.F. Crowley 

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              
	 	 	 	 	 	 	 	 	 


      

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, NATIONAL

                ASSOCIATION,

                as
                  a Servicer

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Laurie McGoogan

              
	 	 	 	 	 	 	 	
                Name:

              	
                Laurie
                  McGoogan

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              


      

      


      
        	 	 	 	 	 	 	 	
                GMAC
                  MORTGAGE, LLC,

                as
                  a Servicer

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Wesley B. Howland 

              
	 	 	 	 	 	 	 	
                Name:

              	
                Wesley
                  B. Howland

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              


      

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, NATIONAL

                ASSOCIATION,

                as
                  Master Servicer and Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Kristen Ann Cronin

              
	 	 	 	 	 	 	 	
                Name:

              	Kristen
                Ann Cronin
	 	 	 	 	 	 	 	
                Title:

              	Vice
                President


      

      


      
        	 	 	 	 	 	 	 	
                HSBC
                  BANK USA, NATIONAL

                ASSOCIATION

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Elena Zheng

              
	 	 	 	 	 	 	 	
                Name:

              	
                Elena
                  Zheng

              
	 	 	 	 	 	 	 	
                Title:

              	
                Assistant
                  Vice President

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      SCHEDULE
        1

      


      SCHEDULE
        OF WELLS FARGO MORTGAGE LOANS