AMENDMENT NO. 1 Dated as of June 1, 2006 to POOLING AND SERVICING AGREEMENT Dated as of August 1, 2005 among ACE SECURITIES CORP., Depositor WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator GMAC MORTGAGE CORPORATION a Servicer OCWEN...
______________________________________
AMENDMENT
NO. 1
Dated
as
of June 1, 2006
to
Dated
as
of August 1, 2005
among
ACE
SECURITIES CORP.,
Depositor
XXXXX
FARGO BANK, N.A.
Master
Servicer and Securities Administrator
GMAC
MORTGAGE CORPORATION
a
Servicer
OCWEN
LOAN SERVICING, LLC
a
Servicer
and
HSBC
BANK
USA, NATIONAL ASSOCIATION
Trustee
______________________________________
Asset
Backed Pass-Through Certificates
______________________________________
THIS
AMENDMENT NO. 1, dated as of June 1, 2006 (this “Amendment”), to the pooling and
servicing agreement, dated as of August 1, 2005 (“Pooling and Servicing
Agreement”), among ACE SECURITIES CORP., as depositor (the “Depositor”), XXXXX
FARGO BANK, N.A., as master servicer and securities administrator (“Xxxxx
Fargo”), GMAC MORTGAGE CORPORATION, as a servicer (“GMAC”), OCWEN LOAN
SERVICING, LLC, as a servicer (“Ocwen”) and HSBC BANK USA, NATIONAL ASSOCIATION,
as trustee (the “Trustee”).
W
I T N E
S S E T H
WHEREAS,
the Depositor, Xxxxx Fargo, GMAC, Ocwen and the Trustee entered into the Pooling
and Servicing Agreement;
WHEREAS,
the Depositor, Xxxxx Fargo, GMAC, Ocwen and the Trustee desire to amend certain
provisions of the Pooling and Servicing Agreement to cure certain ambiguities,
to correct an error and to supplement the provisions contained therein;
WHEREAS,
Section 12.01 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
or
defect or to correct, modify or supplement any provisions contained therein
upon
the satisfaction of certain conditions set forth therein;
NOW,
THEREFORE, the parties hereto agree as follows:
SECTION
1. Defined
Terms.
For
purposes of this Amendment, 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. The
Amendments.
(a) Section
3.09(b) of the Pooling and Servicing Agreement is hereby amended as follows:
the
word “and” at the end of clause (vii) is deleted, clause (viii) is renumbered as
clause (ix) and the following is added as clause (viii):
“(viii) to
pay
the Excess Servicing Fee, if any, to the Class CE-2 Certificateholder pursuant
to Section 5.01(h) of this Agreement; and”
(b) Section
5.01(a)(5)(vii) of the Pooling and Servicing Agreement is hereby deleted in
its
entirety and replaced with the following:
“(vii)
reserved;”
(c)
Section
5.01 is hereby amended by adding the following subsection to the end of such
Section:
“(h) On
each
Distribution Date, (A) for so long as Ocwen is the Servicer of the Ocwen
Mortgage Loans, the Securities Administrator shall distribute to the Holders
of
the Class CE-2 Certificates, with respect to each Ocwen Mortgage Loan,
one-twelfth of the product of (i) the excess of the Servicing Fee Rate over
the
Ocwen Servicing Fee Rate, if any, multiplied by (ii) the Scheduled Principal
Balance of each Ocwen Mortgage Loan as of the Due Date in the preceding calendar
month, and (B) for so long as GMAC is the Servicer of the GMAC Mortgage Loans,
the Securities Administrator shall distribute to the Holders of the Class CE-2
Certificates, with respect to each GMAC Mortgage Loan, one-twelfth of the
product of (x) the excess of the Servicing Fee Rate over the GMAC Servicing
Fee
Rate multiplied by (y) the Scheduled Principal Balance of each GMAC Mortgage
Loan as of the Due Date in the preceding calendar month. The amount
distributable to the Holders of the Class CE-2 Certificates pursuant to this
paragraph is referred to herein as the “Excess Servicing Fee.”
SECTION
2. Effect
of Amendment.
Upon
execution of this Amendment, 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, GMAC, Ocwen, Xxxxx Fargo 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 Amendment 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 Amendment, 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
3. Binding
Effect.
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 Depositor, GMAC, Ocwen, Xxxxx
Fargo
and the Trustee.
SECTION
4. Governing
Law.
This
Amendment shall be construed in accordance with the substantive laws of the
State of New York (without regard to conflict of law principles other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall
govern) and the obligations, rights and remedies of the parties hereto shall
be
determined in accordance with such laws.
SECTION
5. Severability
of Provisions.
If
any
one or more of the provisions or terms of this Amendment 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 Amendment and shall in no way
affect the validity or enforceability of the other provisions or terms of this
Amendment.
SECTION
6. Section
Headings.
The
section headings herein are for convenience of reference only, and shall not
limit or otherwise affect the meaning hereof.
SECTION
7. Counterparts.
This
Amendment 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.
IN
WITNESS WHEREOF, the Depositor, GMAC, Ocwen, Xxxxx Fargo 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.
ACE
SECURITIES
CORP.,
as
Depositor
By:
/s/
Xxxxxx Xxxxxxxxxx
Name:
Xxxxxx
Xxxxxxxxxx
Title:
Vice-President
By:
/s/
Xxxxxxxx X. Xxxxxx
Name:
Xxxxxxxx X.
Xxxxxx
Title:
Vice-President
GMAC
MORTGAGE
CORPORATION
as
a
Servicer
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx X.
Xxxxxxx
Title:
Vice-President
OCWEN
LOAN SERVICING,
LLC,
as
a
Servicer
By:
/s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx
Xxxxxxx
Title:
Authorized
Representative
XXXXX
FARGO BANK,
N.A.,
as
Master Servicer
and Securities Administrator
By:
/s/
Xxxxxxx Xxx Xxxxxx
Name:
Xxxxxxx Xxx
Xxxxxx
Title:
Vice-President
HSBC
BANK USA,
NATIONAL ASSOCIATION
as
Trustee
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx
Xxxxx
Title:
Assistant
Vice-President
