______________________________________
AMENDMENT
NUMBER ONE
to
the
POOLING
AND SERVICING AGREEMENT
Dated
as of February 1, 2007
among
ACE
SECURITIES CORP.
Depositor
OCWEN
LOAN SERVICING, LLC
a
Servicer
COUNTRYWIDE
HOME LOANS SERVICING LP
a
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
2007-HE2
ASSET
BACKED PASS-THROUGH CERTIFICATES
______________________________________
THIS
AMENDMENT NUMBER ONE, dated as of February 25, 2008 (this
“Amendment Number One”), to the Pooling and
Servicing Agreement, dated as of February 1, 2007 (the
“Pooling and Servicing Agreement”), among ACE
SECURITIES CORP., as depositor (the “Depositor”),
OCWEN LOAN SERVICING, LLC, as a servicer
(“Ocwen”), COUNTRYWIDE HOME LOANS SERVICING LP, as
a servicer (“Countrywide” and together with Ocwen,
the “Servicers”), 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”).
WHEREAS,
the Depositor, the Servicers, 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
Number One; and
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 Servicers, the Master
Servicer, the Securities Administrator and the Trustee,
without the consent of any of the Certificateholders, to cure
any ambiguity or defect 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 Number One, 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 .
2.1
Section
1.01 is hereby amended by deleting the definition of
“Custodial Agreement” and replacing it with the
following:
“Custodial
Agreement”: Either of (i) the DBNTC Custodial Agreement
or (ii) the Wells Fargo Custodial Agreement, or any other
custodial agreement entered into after the date hereof with
respect to any Mortgage Loan subject to this Agreement.
All
references to “Custodial Agreement” shall be
deemed to refer to “the Custodial Agreements”,
“the applicable Custodial Agreement”, “the
related Custodial Agreement” or “a Custodial
Agreement”, as the context shall require.
2.2
Section
1.01 is hereby amended by deleting the definition of
“Custodian” and replacing it with the
following:
“Custodian”:
Either Wells Fargo or DBNTC or any other custodian appointed
under any custodial agreement entered into after the date of
this Agreement. All references to “Custodian”
shall be deemed to refer to “the Custodians”,
“the applicable Custodian”, “the related
Custodian” or “a Custodian”, as the context
shall require.
2.3
Section
1.01 is hereby amended by deleting the definition of
“Wells Fargo” and replacing it with the
following:
“Wells
Fargo”: Wells Fargo Bank, National Association in its
capacity as a Custodian under the Wells Fargo Custodial
Agreement or any successor thereto.
2.4
Section
1.01 is hereby amended by adding the following
definitions:
“DBNTC”:
Deutsche Bank National Trust Company, a national banking
association, or its successor in interest.
“DBNTC
Custodial Agreement”: The Custodial Agreement, dated as
of February 1, 2007, among the Trustee, DBNTC and Countrywide,
as may be amended or supplemented from time to
time.
“Wells
Fargo Custodial Agreement”: The Custodial Agreement
dated as of February 1, 2007, among the Trustee, Wells Fargo
and the Servicers, as may be amended or supplemented from time
to time.
2.5
Section
2.04(viii) is hereby deleted in its entirety and replaced with
the following:
(viii)
There
are no affiliations, relationships or transactions relating to
the Master Servicer of a type that are described under Item
1119 of Regulation AB with DBNTC, the Depositor, the Sponsor,
the Servicers, the Credit Risk Manager, the Cap Counterparty,
the Swap Provider or the Trustee.
2.6
Section
9.05 is hereby deleted in its entirety and replaced with the
following:
SECTION
9.05 Fees and Expenses of Trustee, Custodians and Securities
Administrator.
The
fees of the Trustee and the Securities Administrator
hereunder, of Wells Fargo as the Custodian under the Wells
Fargo Custodial Agreement and of DBNTC as the Custodian
u
