AMENDMENT NO. 1 Dated as of August 21, 2006 to POOLING AND SERVICING AGREEMENT Dated as of March 1, 2006 among ACE SECURITIES CORP. Depositor OCWEN LOAN SERVICING, LLC Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities...
EXHIBIT
4.1
______________________________________
AMENDMENT
NO. 1
Dated
as
of August 21, 2006
to
Dated
as
of March 1, 2006
among
ACE
SECURITIES CORP.
Depositor
OCWEN
LOAN SERVICING,
LLC
Servicer
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
Master
Servicer and Securities Administrator
and
HSBC
BANK
USA, NATIONAL ASSOCIATION
Trustee
______________________________________
ACE
SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL2
ASSET
BACKED PASS-THROUGH CERTIFICATES
______________________________________
THIS
AMENDMENT NO. 1, dated as of August 21, 2006 (this “Amendment”), to the Pooling
and Servicing Agreement, dated as of March 1, 2006 (the “Pooling and Servicing
Agreement”), among ACE SECURITIES CORP., as depositor (the “Depositor”), OCWEN
LOAN SERVICING, LLC, as servicer (the “Servicer”), XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”) and HSBC BANK USA, NATIONAL
ASSOCIATION (the “Trustee”).
WITNESSETH
WHEREAS,
the Depositor, the Servicer, the Master Servicer, the Securities Administrator
and the Trustee entered into the Pooling and Servicing Agreement;
WHEREAS,
the Depositor desires to amend certain provisions of the Pooling and Servicing
Agreement as set forth in this Amendment;
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 Depositor,
the
Servicer, the Master Servicer, the Securities Administrator and the Trustee,
without the consent of any of the Certificateholders, to supplement any
provision contained therein upon the satisfaction of certain conditions set
forth therein; and
1
WHEREAS,
Section 12.01 of the Pooling and Servicing Agreement provides that the Pooling
and Servicing Agreement may be amended from time to time with the consent
of the
Swap Provider.
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.
1. Section
5.01 of the Pooling and Servicing Agreement is hereby amended by reordering
subparts (c), (d), (e), (f) and (g) as subparts (e), (f), (g), (h) and (i),
respectively.
2. Section
5.01 of the Pooling and Servicing Agreement is hereby amended by inserting
the
following as subpart (c) and (d) thereof:
“(c) As
described in Section 5.01(a)(3), (4), (5) and (6) above, Net Swap Payments
and
Swap Termination Payments (other than Swap Termination Payments resulting
from a
Swap Provider Trigger Event) payable by the Supplemental Interest Trust to
the
Swap Provider pursuant to the Swap Agreement shall be deducted from the Interest
Remittance Amount, and to the extent of any such remaining amounts due, from
the
Principal Remittance Amount, prior to any distributions to the
Certificateholders. On each Distribution Date, such amounts will be remitted
to
the Supplemental Interest Trust, first to make any Net Swap Payment owed
to the
Swap Provider pursuant to the Swap Agreement for such Distribution Date,
and
second to make any Swap Termination Payment (not due to a Swap Provider Trigger
Event) owed to the Swap Provider pursuant to the Swap Agreement for such
Distribution Date. Any Swap Termination Payment triggered by a Swap Provider
Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will
be
subordinated to distributions to the Holders of the Offered Certificates
and
shall be paid pursuant to clause seventh
of
Section 5.01(a)(6).”
“(d) On
each
Distribution Date, to the extent required, following the distribution of
the Net
Monthly Excess Cashflow and withdrawals from the Reserve Fund, the Securities
Administrator will withdraw any amounts in the Supplemental Interest Trust
and
distribute such amounts in the following order of priority:
2
first,
to the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to
the
Swap Agreement for such Distribution Date;
second,
to the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not
due to
a Swap Provider Trigger Event pursuant to the Swap Agreement;
third,
to the
Class A Certificates, the Senior Interest Distribution Amount remaining
undistributed after the distribution of the Interest Remittance Amount for
such
Distribution Date;
fourth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in
that
order, the related Interest Distribution Amount and Interest Carry Forward
Amount, to the extent remaining undistributed after the distributions of
the
Interest Remittance Amount and the Net Monthly Excess Cashflow
for such
Distribution Date; provided that distributions to the Class M-2 Certificates
under this clause fourth
will be
made concurrently to the Class M-2A Certificates and Class M-2B Certificates
on
a pro rata basis based on the entitlement of each such class, distributions
to
the Class M-6 Certificates under this clause fourth
will be
made concurrently to the Class M-6A Certificates and Class M-6B Certificates
on
a pro rata basis based on the entitlement of each such class, and distributions
to the Class M-9 Certificates under this clause fourth
will be
made concurrently to the Class M-9A Certificates and Class M-9B Certificates
on
a pro rata basis based on the entitlement of each such class;
fifth,
to the
Class A Certificates, the related Net WAC Rate Carryover Amount, to the extent
remaining undistributed after distributions of Net Monthly Excess Cashflow
on
deposit in the Reserve Fund;
sixth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in
that
order, the related Net WAC Rate Carryover Amount, to the extent remaining
undistributed after distributions of Net Monthly Excess Cash Flow on deposit
in
the Reserve Fund; provided that distributions to the Class M-2 Certificates
under this clause sixth
will be
made concurrently to the Class M-2A Certificates and Class M-2B Certificates
on
a pro rata basis based on the entitlement of each such class, distributions
to
the Class M-6 Certificates under this clause sixth
will be
made concurrently to the Class M-6A Certificates and Class M-6B Certificates
on
a pro rata basis based on the entitlement of each such class, and distributions
to the Class M-9 Certificates under this clause sixth
will be
made concurrently to the Class M-9A Certificates and Class M-9B Certificates
on
a pro rata basis based on the entitlement of each such class;
3
seventh,
to the
holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount necessary to restore
or
maintain (but not build) the Required Overcollateralization Amount after
taking
into account distributions made pursuant to clause first
of
Section 5.01(a)(6) above;
eighth,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that
order,
in each case up to the related Allocated Realized Loss Amount related to
each
such Class for such Distribution Date remaining undistributed after distribution
of the Net Monthly Excess Cashflow for such Distribution Date; provided that
distributions to the Class M-2 Certificates under this clause eighth
will be
made concurrently to the Class M-2A Certificates and Class M-2B Certificates
on
a pro rata basis based on the entitlement of each such class, distributions to
the Class M-6 Certificates under this clause eighth
will be
made concurrently to the Class M-6A Certificates and Class M-6B Certificates
on
a pro rata basis based on the entitlement of each such class, and distributions
to the Class M-9 Certificates under this clause eighth
will be
made concurrently to the Class M-9A Certificates and Class M-9B Certificates
on
a pro rata basis based on the entitlement of each such class;
ninth,
to the
Swap Provider, an amount equal to any Swap Termination Payment owed to the
Swap
Provider due to a Swap Provider Trigger Event pursuant to the Swap Agreement;
and
tenth,
to the
Class CE-1 Certificates, any remaining amounts.”
SECTION
3. 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, the Servicer, 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 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.
4
SECTION
4. 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, the Servicer, the
Master
Servicer, the Securities Administrator and the Trustee.
SECTION
5. 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
Section 5-1401 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
6. 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
7. Section
Headings.
The
section headings herein are for convenience of reference only, and shall
not
limit or otherwise affect the meaning hereof.
SECTION
8. 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.
[signature
pages follow]
5
IN
WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, 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.
ACE
SECURITIES CORP.,
as
Depositor
By:
/s/
Xxxxxx Xxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxx
Title:
Vice President
By:
/s/
Xxxxx X. Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
Vice President
OCWEN
LOAN SERVICING, LLC,
as
Servicer
By:
/s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title:
Authorized Representative
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
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 Xxx
Name:
Xxxxx Xxx
Title:
Vice President
6
Consented
to by:
DEUTSCHE
BANK AG NEW YORK BRANCH,
as
Swap
Provider
By:
/s/
Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
Director
By:
/s/
Xxxxxxx Xxxx
Name:
Xxxxxxx Xxxx
Title:
Legal Counsel
7
