______________________________________
AMENDMENT NO. 1
Dated as of November 14, 2005
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2005
among
ACE SECURITIES CORP.,
Depositor
OCWEN LOAN SERVICING, LLC
Servicer
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Master Servicer and Securities
Administrator
and
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
______________________________________
ACE SECURITIES CORP. HOME EQUITY
LOAN TRUST, SERIES 2005-ASAP1
ASSET BACKED PASS-THROUGH
CERTIFICATES
______________________________________
THIS AMENDMENT NO. 1, dated as of
November 14, 2005 (this “Amendment”), to the Pooling
and Servicing Agreement, dated as of October 1, 2005, among ACE
SECURITIES CORP., as depositor (the “Depositor”), OCWEN
LOAN SERVICING, LLC, as servicer (the “Servicer”),
WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the
“Master Servicer”) and securities administrator (the
“Securities Administrator”) and HSBC BANK USA, NATIONAL
ASSOCIATION (the “Trustee”) (the “Pooling and
Servicing Agreement”).
W I T N E S S E T H
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;
[TPW: NYLEGAL:395184.8] 17988-00381 11/09/2005
05:15 PM
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;
WHEREAS, pursuant to Section 12.01
of the Pooling and Servicing Agreement the Depositor has obtained a
letter from each Rating Agency stating that this Amendment will not
result in the downgrade or withdrawal of the respective rating
assigned to each Certificate on the Closing Date;
NOW, THEREFORE, the parties hereto
agree as follows:
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SECTION 1.
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Defined Terms .
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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.
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SECTION 2.
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The Amendments
.
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1.
Section 1.01 of the Pooling and
Servicing Agreement is hereby amended by inserting the following
definitions:
“ Majority Class CE
Certificateholder ”: The Holder of 50.01% or greater
Percentage Interest in the Class CE Certificates.
“ Special Servicer
”: A designee of the Majority Class CE Certificateholder
appointed hereunder that (i) (A) is an affiliate of the Master
Servicer and services mortgage loans similar to the Mortgage Loans
in the jurisdictions in which the related Mortgaged Properties are
located or (B) has a rating of at least “Above Average”
by S&P and either a rating of at least “RPS2” by
Fitch or a rating of at least “SQ2” as a special
servicer by Moody’s, (ii) the Rating Agencies have confirmed
to the Trustee that such appointment will not result in the
reduction or withdrawal of the then current ratings of any of the
Certificates, (iii) has a net worth of at least $25,000,000, (iv)
agrees to the conditions set forth in Section 7.11 of this
Agreement and (v) is reasonably acceptable to the Master
Servicer.
“ Special Servicer
Agreement ”: An agreement among the Special Servicer, the
Majority Class CE Certificateholder, the Master Servicer and the
Trustee which will (i) contain (a) special servicing terms,
provisions and conditions for the servicing and administration of
defaulted Mortgage Loans for which the servicing obligations have
been transferred to the Special Servicer pursuant to this Agreement
and (b) certain representations and warranties of the Special
Servicer regarding the Special Servicer and the performance of its
servicing obligations and (ii)
be reasonably acceptable to the
Master Servicer, the Trustee and the Rating Agencies.
2.
Section 3.13(c) of the Pooling and
Servicing Agreement is hereby deleted in its entirety and replaced
with the following:
(c)
Upon a Mortgage Loan becoming ninety
(90) days or more delinquent, Ocwen (or any successor thereto other
than the Special Servicer) may be terminated as Servicer with
respect to that Mortgage Loan at the sole option of the Majority
Class CE Certificateholder and all servicing rights and
responsibilities, with respect to such Mortgage Loan, upon prior
written notice to the Master Servicer, will transfer to the Special
Servicer pursuant to Section 7.11. If the Majority Class CE
Certificateholder does not exercise such option with respect to any
such Mortgage Loan and has not exercised such option previously,
within ninety (90) days following the date on which such Mortgage
Loan became 90 days delinquent, the Servicer shall have the right
to purchase such Mortgage Loan from REMIC I at a price equal to the
Purchase Price; provided, however that prior to such purchase the
Servicer shall have (i) determined in good faith that such Mortgage
Loan would otherwise become subject to foreclosure proceedings and
(ii) provided evidence of such determination in writing to the
Trustee, in form and substance satisfactory to the Servicer and the
Trustee. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Collection Account, and the
Trustee, upon receipt of written certification from the Servicer of
such deposit, shall release or cause to be released to the Servicer
the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without
recourse, represen
