______________________________________
AMENDMENT NO. 1
Dated as of August 15, 2005
to
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2005
among
ACE SECURITIES CORP.,
Depositor
OCWEN FEDERAL BANK FSB
a Servicer
WELLS FARGO BANK, N.A.
Master Servicer and Securities
Administrator
and
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
______________________________________
ACE SECURITIES CORP. HOME EQUITY
LOAN TRUST, SERIES 2005-SN1
ASSET BACKED PASS-THROUGH
CERTIFICATES
______________________________________
THIS AMENDMENT NO. 1, dated as of
August 15, 2005 (this “Amendment”), to the Pooling and
Servicing Agreement, dated as of March 1, 2005, among ACE
SECURITIES CORP., as depositor (the “Depositor”), OCWEN
FEDERAL BANK FSB, as a servicer, WELLS FARGO BANK, N.A., 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, Ocwen Loan
Servicing, LLC, as successor in interest to Ocwen Federal Bank FSB
(“Ocwen”), the Master Servicer, the Securities
Administrator and the Trustee entered into the Pooling and
Servicing Agreement;
WHEREAS, the Depositor, Ocwen and
the Master Servicer desires to amend certain provisions of the
Pooling and Servicing Agreement 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
Depositor, Ocwen (or any successor servicer), the Master Servicer,
the Securities Administrator and the Trustee, without the consent
of any of the Certificateholders, to correct any provision
contained therein upon the satisfaction of certain conditions set
forth therein, including without limitation, a letter from each
Rating Agency stating that
such amendment would not result in
the downgrading or withdrawal of the respective ratings then
assigned to the Certificates;
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NOW, THEREFORE, the parties hereto
agree as follows:
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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 1.01 of the Pooling and
Servicing Agreement is hereby amended by deleting the second
paragraph of the definition of “Pass-Through Rate” and
replacing it with the following:
“With respect to the Class A-2
Certificates, a rate per annum equal to the lesser of (i) 5.23% in
the case of each Distribution Date through and including the
Optional Termination Date, or 5.73%, in the case of any
Distribution Date thereafter and (ii) the Net WAC Pass Through Rate
for such Distribution Date.”
2.
Section 1.01 of the Pooling and
Servicing Agreement is hereby amended by deleting the definition of
Trigger Event in its entirety and replacing it with the
following:
“Tri
