ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assumption Agreement

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ACE Securities Corp | DB Structured Products, Inc | GreenPoint Mortgage Funding, Inc | HSBC Bank USA, National Association | Ocwen Loan Servicing, LLC | WELLS FARGO BANK, NATIONAL ASSOCIATION

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Title: ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Governing Law: New York Date: 3/1/2007

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This Assignment, Assumption and Recognition Agreement (the “AAR Agreement”) is made and entered into as of February 28, 2006 (the “Closing Date”), among DB Structured Products, Inc., having an address at 60 Wall Street, New York, New York 10005 (the “Assignor”), ACE Securities Corp., having an address at 6526 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211 (the “Assignee”), and GreenPoint Mortgage Funding, Inc., having an address at 100 Wood Hollow Drive, Novato, California 94945 (the “Company” or the “Servicer”).

In consideration of the mutual promises contained herein, the parties hereto agree that the residential mortgage loans listed on Attachment 1 annexed hereto (the “Assigned Loans”), which are now serviced by the Company on behalf of the Assignor and its successors and assigns pursuant to the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2005, between the Assignor and the Company as amended by Amendment Number One, dated as of April 8, 2005, Amendment Number Two, dated as of June 30, 2005 and Amendment Number Three, dated as of October 7, 2005 (the “Servicing Agreement”), shall, from the Closing Date until April 1, 2006 (the “Servicing Transfer Date”), be serviced by the Company in accordance with the provisions of the Servicing Agreement, as modified by this AAR Agreement. The Assigned Loans will be sold by the Assignor to the Asignee pursuant to the Mortgage Loan Purchase Agreement, dated as of February 28, 2006 (the “MLPA”), between the Assignor and the Assignee and subject to the terms of this AAR Agreement. The Assignee intends to transfer all right, title and interest in and to the Assigned Loans to HSBC Bank USA, National Association, as trustee (the “Trustee”) for the holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1 Asset Backed Pass-Through Certificates (the “Certificateholders”) pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2006 (the “Pooling and Servicing Agreement”) among the Assignee, as depositor, the Trustee, Ocwen Loan Servicing, LLC as a servicer, Wells Fargo Bank, N.A. as a servicer (“Wells Fargo”) and Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities administrator. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.

Assignment and Assumption

Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in, to and under the Servicing Agreement as it relates to the Assigned Loans. Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under the Servicing Agreement, as it relates to loans other than the Assigned Loans set forth on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under Subsections 7.04 and 7.05 of the Servicing Agreement, the representations and warranties contained in Subsections 7.01 and 7.02 of the Servicing Agreement or the right to enforce the representations and warranties set forth in Section 7 of the Servicing Agreement against the Company, including, without limitation, the rights set forth in Subsections 7.03 of the Servicing Agreement.

Representations, Warranties and Covenants

2.	Assignor warrants and represents to Assignee and Company as of the Closing Date:

(a)	Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement, which agreement is in full force and effect as of the Closing Date and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)

Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee under the MLPA, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor’s interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c)	Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(d)

Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s certificate of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

(e)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

3.	Assignee warrants and represents to, and covenants with, Assignor and Company as of the Closing Date:

(a)	Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to acquire, own and purchase the Assigned Loans;

(b)

Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s certificate of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)

Assignee agrees to be bound by all of the terms, covenants and conditions of the Servicing Agreement, as modified by this AAR Agreement, with respect to the Assigned Loans, and from and after the Closing Date, Assignee assumes for the benefit of each of Assignor and Company all of Assignor’s obligations thereunder but solely with respect to such Assigned Loans.

4.	Company warrants and represents to, and covenants with, Assignor and Assignee (unless otherwise specified) as of the Closing Date:

(a)	Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement, which agreement is in full force and effect as of the Closing Date and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)

Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans from the Closing Date to the Servicing Transfer Date and otherwise to perform its obligations under the Servicing Agreement;

(c)

Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s certificate of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(e)

From the Closing Date to the Servicing Transfer Date, the Company shall service the Assigned Loans in accordance with the terms and provisions of the Servicing Agreement, as modified by this AAR Agreement, and the Company shall establish a Custodial Account and an Escrow Account under the Servicing Agreement with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of Assignor, and shall remit collections received on the Assigned Loans to such accounts. The Custodial Account and Escrow Account shall be entitled “GreenPoint Mortgage Funding, Inc., as servicer in trust for ACE Securities Corp., Home Equity Loan Trust, Series 2006-HE1”.

Pursuant to Section 12(3) of the Servicing Agreement, the Company hereby restates to the Assignor the representations and warranties set forth in Subsections 7.01 and 7.02 of the Servicing Agreement as of the Closing Date, as if such representations and warranties were set forth herein in full. In the event of a breach of any such representations and warranties as of the Closing Date, the Assignor shall be entitled to all the remedies under the Servicing Agreement.

Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master servicer for the Assigned Loans pursuant to the Pooling and Servicing Agreement. Company shall deliver any reports required to be delivered under the Servicing Agreement to: Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, MD 21045, Attention: ACE 2006-HE1, Telecopier No.: (410) 715-2380. Company shall deliver to the Master Servicer any reports required to be delivered under the Servicing Agreement or otherwise necessary to fulfill its servicing obligations.

Notwithstanding anything to the contrary contained in the terms and provisions of the Servicing Agreement, the parties hereto acknowledge and agree that the Assigned Loans were sold by the Company to the Assignor on a servicing released basis. Furthermore, the Company acknowledges and agrees that (a) it did not retain the servicing rights with respect to the Assigned Loans and (b) the servicing of the Assigned Loans will transfer to Wells Fargo on the Servicing Transfer Date.

Recognition of Assignee.

From and after the Closing Date, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans from the Closing Date until the Servicing Transfer Date in accordance with the Servicing Agreement, as modified by this AAR Agreement, but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of the Trustee and the Master Servicer. Company hereby acknowledges that pursuant to the Pooling and Servicing Agreement, the Assignee will assign all of its rights under this AAR Agreement to the Trustee for the benefit of the Certificateholders.

In addition, Company hereby acknowledges that from and after the Closing Date, the Assigned Loans will be subject to the terms and conditions of the Pooling and Servicing Agreement pursuant to which the Master Servicer is required to monitor the performance by Company of its servicing obligations under the Servicing Agreement, as modified by this AAR Agreement, and has the right to enforce the obligations of Company under the Servicing Agreement, as modified by this AAR Agreement, with respect to the Assigned Loans. Such right will include, without limitation, the right to terminate Company under the Servicing Agreement as provided therein, the right to receive all remittances required to be made by Company with respect to the Assigned Loans under the Servicing Agreement for the Distribution Date occurring in March 2006, the right to receive all monthly reports and other data required to be delivered by Company under the Servicing Agreement, the right to examine the books and records of Company, the right to indemnification, and the right to exercise certain rights of consent and approval relating to actions taken by Company. Company further acknowledges and agrees that, to the extent Company receives (i) any Principal Prepayments or unscheduled collections on the Assigned Loans following the Prepayment Period relating to the April Distribution Date or (ii) any Monthly Payments following the Due Period relating to the April Distribution Date, Wells Fargo shall be entitled to receive any such amounts and Company shall remit such amounts to Wells Fargo in accordance with the wire transfer instructions set forth below. In connection therewith Company hereby agrees to make all remittances required to be remitted to the Master Servicer with respect to the Assigned Loans in accordance with the following wire transfer instructions:

Wells Fargo Bank, National Association

ABA: 121000248

Acct #: 3970771416

Acct Name: SAS Clearing

For Further Credit to: ACE 2006-HE1 Account # 50901300

Company shall make all remittances required to be made to Wells Fargo pursuant to the foregoing provisions with respect to the Assigned Loans in accordance with the following wire instructions:

Wells Fargo Bank, N.A.

San Francisco, California

Acct # 7028209

Acct Name: Service Holding

ABA #121000248

Attention: Denise Hansen, Investor Services

Modification of Servicing Agreement

9.	The Company and Assignor hereby modify the Servicing Agreement with respect to the Assigned Loans as follows:

(a)	The following definitions in Section 1 of the Servicing Agreement are modified by deleting such definitions in their entirety and replacing them with the following:

Business Day: Any day other than a Saturday or Sunday, or a day on which banking and savings and loan institutions in the states of California, Minnesota, Maryland or New York are authorized or obligated by law or executive order to be closed.

Cut-off Date: February 1, 2006.

Master Servicer: Wells Fargo Bank, N.A., its successors and assigns.

Nonrecoverable Monthly Advance: Any Monthly Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Seller, will not, or, in the case of a proposed Monthly Advance or Servicing Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Subservicer: Any Person that services Mortgage Loans on behalf of the Seller or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Seller under this Agreement or any applicable Reconstitution Agreement related thereto that are identified in Item 1122(d) of Regulation AB.

Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.

(b)	Section 1 of the Servicing Agreement is modified by adding the following new definitions thereto:

Commission: The United States Securities and Exchange Commission.

Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002, as amended from time to time.

Securities Act: The Securities Act of 1933, as amended.

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Seller or a Subservicer.

Trustee: HSBC Bank USA, National Association, its successors and assigns.

(c)	Section 1 of the Servicing Agreement is hereby amended by deleting the first two sentences of the definition of “Servicing Fee” and inserting the following: “With respect to each Mortgage Loan, $12 per Mortgage Loan.”

(d)	Section 1 of the Servicing Agreement is hereby amended by deleting the definition of “Pass-Through Transfer” in its entirety.

(e)	Section 1 of the Servicing Agreement is hereby amended by deleting the definition of “Servicing Fee Rate” in its entirety.

(f)	Subsection 14.01(ix) of the Servicing Agreement is hereby amended by deleting the phrase “Sections 11.23, 11.24 or 11.35” in its entirety and replacing it with the phrase “Subsections 11.15, 11.23 or 11.35”.

(g)	The Servicing Agreement is hereby amended by deleting all references to “Pass-Through Transfer” in their entirety and replacing them with “Securitization Transaction”.

(h)	Section 32 of the Servicing Agreement is hereby amended by adding the following language immediately following the last paragraph thereof:

A copy of all assessments, attestations, reports and certifications required to be delivered by the Seller under this Agreement shall be delivered to the Purchaser and the Master Servicer by the date(s) specified herein, and where such documents are required to be addressed to any party, such addresses shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.

(i)	Subsection 11.01 of Exhibit 8 to the Servicing Agreement is modified by deleting the third paragraph of such subsection in its entirety and replacing it with the following:

Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part of a Mortgage Loan, the Seller may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the Seller determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge and the Mortgage Loan, and the waiver of such Prepayment Charge is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Charge in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by subsequent changes in applicable law. In no event shall the Seller waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Seller waives or does not collect all or a portion of a Prepayment Charge relating to a Principal Prepayment in full or in part due to any action or omission of the Seller, other than as provided above, the Seller shall deposit the amount of such Prepayment Charge (or such portion thereof as had been waived for deposit) into the Custodial Account at the time of such prepayment for distribution in accordance with the terms of this Agreement.

(j)	Subsection 11.04 of Exhibit 8 to the Servicing Agreement is modified by deleting the term “servicing compensation” in subpart (xi) and replacing it with “Servicing Fee”.

(k)	Subsection 11.04 of Exhibit 8 to the Servicing Agreement is further modified by inserting the phrase “for any Principal Prepayments in part and at the Net Mortgage Interest Rate for any Principal Prepayments in full” after the term “Mortgage Interest Rate” in subpart (xi).

(l)	Subsection 11.05 of Exhibit 8 to the Servicing Agreement is modified by inserting the phrase “or Servicing Advance” after the term “Monthly Advance” in subpart (vii).

(m)	Subsection 11.14 of Exhibit 8 to the Servicing Agreement is modified by replacing the phrase “On each Distribution Date” in the first line thereof with the phrase “Not later than 12:00 noon (eastern time) on each Distribution Date”;

(n)	Subsection 11.15 of Exhibit 8 to the Servicing Agreement is modified by deleting the subsection in its entirety and replacing it with the following:

No later than the fifth Business Day of each month, the Seller shall furnish to the Master Servicer, in an acceptable electronic format via e-mail, the information specified in Exhibit 11, which data shall reflect information from the Due Period immediately preceding the Distribution Date and such other information with respect to the Mortgage Loans as the Master Servicer may reasonably require to allocate remittances made pursuant to this Agreement and provide appropriate statements with respect to such remittances.

(a) The Servicer shall provide to the Master Servicer prompt notice of the occurrence of any of the following: any event of default under the terms of this Agreement, any merger, consolidation or sale of substantially all of the assets of the Seller, the Seller’s engagement of any Subservicer to perform or assist in the performance of any of the Seller’s obligations under this Agreement, any litigation involving the Seller that would be material to holders of securities issued in a Securitization Transaction, and any affiliation or other significant relationship between the Seller and other transaction parties.

(b) If the Seller has knowledge of the occurrence of any of the events described in this clause (b), then no later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Seller, the Seller shall provide to the Master Servicer notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below):

(i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

(ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and

(iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB).

The Seller shall provide to the Master Servicer such additional information as the Master Servicer may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports and of the fidelity bond and errors and omissions insurance policy required to be maintained by the Seller pursuant to Section 11.12 of Exhibit 8 hereto, and such other information related to the Seller or any sub-servicer or its performance hereunder.

(o)	Subsection 11.23 of Exhibit 8 to the Servicing Agreement is hereby amended by deleting the subsection in its entirety and replacing it with the following:

(a)

The Seller will deliver to the Purchaser and the Master Servicer, not later than March 1 of each calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Seller during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Copies of such statement shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Seller has delegated any servicing responsibilities with respect to the Mortgage Loans to a SubServicer, the Seller shall deliver an officer’s certificate of the SubServicer as described above as to each SubServicer as and when required with respect to the Seller.

(b)

With respect to any Mortgage Loans that are the subject of a Securitization Transaction, by March 1 of each calendar year beginning in 2006, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the benefit of each such entity and such entity’s affiliates and the officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate, signed by an appropriate officer of the Seller, in the form attached hereto as Exhibit 12. In the event that the Seller has delegated any servicing responsibilities with respect to the Mortgage Loans to a SubServicer, the Seller shall deliver an officer’s certificate of the SubServicer as described in this clause (b) as to each SubServicer as and when required with respect to the Seller.

(c)

The Seller shall indemnify and hold harmless the Master Servicer, the Depositor, the Purchaser (and if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, employees, agents and affiliates, and such affiliates’ officers, directors, employees and agents (any such person, an “Indemnified Party”) from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.23, Subsection 11.24 or Subsection 11.35, (b) any material misstatement or omission in any written information, written data or materials provided by the Seller or any Subservicer hereunder, or (c) the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection therewith.

(p)	Subsection 11.28 of Exhibit 8 to the Servicing Agreement is modified by deleting the third paragraph in its entirety.

(q)	Subsection 11.29 of Exhibit 8 to the Servicing Agreement is modified by deleting the subsection in its entirety and replacing it with the following:

Notwithstanding anything in this Agreement to the contrary, the Seller (a) shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Seller, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) or (ii) cause the related trust fund to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.

Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of this Agreement, the Seller will obtain an Opinion of Counsel acceptable to the Trustee with respect to whether such action could result in the imposition of a tax upon the REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”), and the Seller shall not take any such action or cause the related trust fund to take any such action as to which it has been advised that an Adverse REMIC Event could occur.

The Seller shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in the REMIC. The Seller shall not enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

(r)	Subsection 11.32 of Exhibit 8 to the Servicing Agreement is modified by deleting the first sentence of such subsection in its entirety and replacing it with the following:

Any Sub-Servicing Agreement shall provide that the Seller shall be entitled to terminate any Sub-Servicing Agreement and to either itself directly service the related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor Sub-Servicer.

(s)	Subsection 11.35 of Exhibit 8 to the Servicing Agreement is modified by deleting the subsection in its entirety and replacing it with the following:

With respect to any Mortgage Loans that are the subject of a Securitization Transaction, the Seller shall deliver to the Purchaser or its designee and the Master Servicer on or before March 1 of each calendar year beginning in 2007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser regarding the Seller’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the Seller that contains the following:

(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Seller;

(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Seller;

(c) An assessment by such officer of the Seller’s compliance with the applicable Servicing Criteria specified on Exhibit 13 hereto for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Seller, that are backed by the same asset type as the Mortgage Loans;

(d) A statement that a registered public accounting firm reasonably acceptable to the Purchaser and the Master Servicer has issued an attestation report on the Seller’s Assessment of Compliance for the period consisting of the preceding calendar year; and

(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Seller, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Seller, that are backed by the same asset type as the Mortgage Loans.

With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1 of each calendar year beginning in 2007, the Seller shall furnish to the Purchaser or its designee and the Master Servicer a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Seller, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.

In the event that the Seller has delegated any servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer, the Seller shall provide an Assessment of Compliance of the Sub-Servicer and accompanying Attestation Report as described above as to each Sub-Servicer as and when required with respect to the Seller.

(t)