AMENDMENT
to the
POOLING AND SERVICING AGREEMENT
dated as of September 1, 2004
among
ACE SECURITIES CORP.,
OCWEN FEDERAL BANK FSB,
XXXXX FARGO BANK, N.A., and
HSBC BANK USA, NATIONAL ASSOCIATION
ACE Securities Corp. Home Equity Loan Trust, Series 2004-SD1
Asset Backed Pass-Through Certificates
This AMENDMENT (this "Amendment") is made and is effective as of this
18th day of November, 2004, among ACE Securities Corp., as depositor (the
"Depositor"), Ocwen Federal Bank FSB, as servicer (the "Servicer"), Xxxxx Fargo
Bank, N.A., as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator") and HSBC Bank USA, National
Association, as (the "Trustee"), to the Pooling and Servicing Agreement relating
to the above-captioned Asset Backed Pass-Through Certificates, dated as of
September 1, 2004 (the "Pooling and Servicing Agreement"), among the Depositor,
the Servicer, the Master Servicer, the Securities Administrator and the Trustee.
RECITALS
--------
WHEREAS, the parties hereto are entering into this Amendment pursuant
to the first paragraph of Section 12.01 of the Pooling and Servicing Agreement.
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 hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.
SECTION 2. AMENDMENT. The parties hereto agree to amend the Pooling and
Servicing Agreement as provided herein:
(a) The definition of "Prepayment Period" in Section 1.01 of the
Pooling and Servicing Agreement is hereby amended by deleting the definition in
its entirety and replacing it with the following:
"Prepayment Period": With respect to prepayments in
part, the prior calendar month; with respect to
prepayments in full, the period from the 16th day of
the prior calendar month to the 15th day of the
month in which the Distribution Date occurs.
(b) Section 5.03(b) of the Pooling and Servicing Agreement is hereby
amended by adding the following provision to the end of the first paragraph:
Notwithstanding the generality of the foregoing, for
purposes of the Servicer's determination of whether
or not a P&I Advance is required to be made on a
Mortgage Loan for which the Mortgagor has failed to
make one or more Monthly Payments due on such
Mortgage Loan on or prior to the Cut-off Date, any
Monthly Payment received by the Servicer during the
Due Period relating to such Servicer Remittance Date
shall be deemed to be the Monthly Payment due during
such Due Period and the Servicer shall not be
required to make a P&I Advance with respect to such
Mortgage Loan. In addition, no portion of such
Monthly Payment received on such Mortgage Loan will
constitute the receipt of an Arrearage with respect
to such Mortgage Loan unless all Monthly Payments
required to be made on such Mortgage Loan for all
prior Due Periods occurring subsequent to the
Cut-off Date have been received by the Servicer.
SECTION 3. LIMITED EFFECT. Except as expressly amended and
modified by this Amendment, the Pooling and Servicing Agreement shall continue
in full force and effect in accordance with its terms. Reference to this
Amendment need not be made in the Pooling and Servicing Agreement or any other
instrument or document executed in connection therewith or herewith, or in any
certificate, letter or communication issued or made pursuant to, or with respect
to, the Pooling and Servicing Agreement, any reference in any of such items to
the Pooling and Servicing Agreement being sufficient to refer to the Pooling and
Servicing Agreement as amended hereby.
SECTION 4. GOVERNING LAW. This Amendment shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws without regard to conflicts of laws principles thereof.
SECTION 5. COUNTERPARTS. This Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 6. SEVERABILITY OF PROVISIONS. If any one or more of
the covenants, agreements, provisions or terms of this Amendment for any reason
whatsoever shall be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Amendment and shall in no way affect the validity or
enforceability of the other provisions of this Amendment.
SECTION 7. SUCCESSORS AND ASSIGNS. The provisions of this
Amendment 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 Certificateholders.
SECTION 8. SECTION HEADINGS. The section headings used in this
Amendment are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the day and year first above written.
ACE SECURITIES CORP.,
as Depositor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
OCWEN FEDERAL BANK FSB,
as Servicer
By: /s/ Xxxxxxx Xxxxxxx
------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
HSBC BANK USA, NATIONAL
ASSOCIATION,
not in its individual
capacity but solely as
Trustee
By: /s/ Xxxxx Xxx
------------------------
Name: Xxxxx Xxx
Title: Vice President
XXXXX FARGO BANK, N.A.,
as Master Servicer and
Securities Administrator
By: /s/ Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
