POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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ACE Securities Corp Home | COUNTRYWIDE HOME LOANS SERVICING LP | SAXON MORTGAGE SERVICES, INC | WELLS FARGO BANK, N.A. | HSBC BANK USA, NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 7/19/2005

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ACE SECURITIES CORP.

Depositor

COUNTRYWIDE HOME LOANS SERVICING LP

a Servicer

SAXON MORTGAGE SERVICES, INC.

a Servicer

OCWEN FEDERAL BANK FSB

a Servicer

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2005

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE4

Asset Backed Pass-Through Certificates

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<PAGE>

TABLE OF CONTENTS

<TABLE>

<S> <C>

ARTICLE I DEFINITIONS.................................................................................

SECTION 1.01. Defined Terms......................................................................

SECTION 1.02. Allocation of Certain Interest Shortfalls..........................................

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............................

SECTION 2.01. Conveyance of the Mortgage Loans...................................................

SECTION 2.02. Acceptance of REMIC I by Trustee...................................................

SECTION 2.03. Repurchase or Substitution of Mortgage Loans.......................................

SECTION 2.04. Representations and Warranties of the Master Servicer..............................

SECTION 2.05. Representations, Warranties and Covenants of each Servicer.........................

SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class R-I Interest...............

SECTION 2.07. Conveyance of the REMIC I Regular Interests and REMIC II Regular Interests;

Acceptance of REMIC I and REMIC II by the Trustee..................................

SECTION 2.08. Issuance of Residual Certificates..................................................

SECTION 2.09. Conveyance of Subsequent Mortgage Loans............................................

SECTION 2.10. Establishment of the Trust.........................................................

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS................................

SECTION 3.01. The Servicers to Act as Servicers..................................................

SECTION 3.02. Sub-Servicing Agreements Between a Servicer and Sub-Servicers......................

SECTION 3.03. Successor Sub-Servicers............................................................

SECTION 3.04. No Contractual Relationship Between Sub-Servicer, Trustee or the

Certificateholders.................................................................

SECTION 3.05. Assumption or Termination of Sub-Servicing Agreement by Successor Servicer.........

SECTION 3.06. Collection of Certain Mortgage Loan Payments.......................................

SECTION 3.07. Collection of Taxes, Assessments and Similar Items; Servicing Accounts.............

SECTION 3.08. Collection Accounts and Distribution Account.......................................

SECTION 3.09. Withdrawals from the Collection Accounts and Distribution Account..................

SECTION 3.10. Investment of Funds in the Investment Accounts.....................................

SECTION 3.11. Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage and

Primary Mortgage Insurance.........................................................

SECTION 3.12. Enforcement of Due-on-Sale Clauses; Assumption Agreements..........................

SECTION 3.13. Realization Upon Defaulted Mortgage Loans..........................................

SECTION 3.14. Trustee to Cooperate; Release of Mortgage Files....................................

SECTION 3.15. Servicing Compensation.............................................................

SECTION 3.16. Collection Account Statements......................................................

SECTION 3.17. Statement as to Compliance.........................................................

SECTION 3.18. Independent Public Accountants' Servicing Report...................................

SECTION 3.19. Annual Certification...............................................................

SECTION 3.20. Access to Certain Documentation....................................................

SECTION 3.21. Title, Management and Disposition of REO Property..................................

SECTION 3.22. Obligations of the Servicers in Respect of Prepayment Interest Shortfalls;

Relief Act Interest Shortfalls.....................................................

SECTION 3.23. Obligations of the Servicers in Respect of Mortgage Rates and Monthly Payments.....

SECTION 3.24. Reserve Fund.......................................................................

SECTION 3.25. Advance Facility...................................................................

SECTION 3.26. The Servicers Indemnification......................................................

SECTION 3.27. Pre-Funding Account................................................................

ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER............

SECTION 4.01. Master Servicer....................................................................

SECTION 4.02. REMIC-Related Covenants............................................................

SECTION 4.03. Monitoring of Servicers............................................................

SECTION 4.04. Fidelity Bond......................................................................

SECTION 4.05. Power to Act; Procedures...........................................................

SECTION 4.06. Due-on-Sale Clauses; Assumption Agreements.........................................

SECTION 4.07. Documents, Records and Funds in Possession of Master Servicer To Be Held for

Trustee............................................................................

SECTION 4.08. Standard Hazard Insurance and Flood Insurance Policies.............................

SECTION 4.09. Presentment of Claims and Collection of Proceeds...................................

SECTION 4.10. Maintenance of Primary Mortgage Insurance Policies.................................

SECTION 4.11. Trustee to Retain Possession of Certain Insurance Policies and Documents...........

SECTION 4.12. Realization Upon Defaulted Mortgage Loans..........................................

SECTION 4.13. Compensation for the Master Servicer...............................................

SECTION 4.14. REO Property.......................................................................

SECTION 4.15. Annual Officer's Certificate as to Compliance......................................

SECTION 4.16. Annual Independent Accountant's Servicing Report...................................

SECTION 4.17. UCC................................................................................

SECTION 4.18. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.....

SECTION 4.19. Prepayment Penalty Verification....................................................

ARTICLE V PAYMENTS TO CERTIFICATEHOLDERS..............................................................

SECTION 5.01. Distributions......................................................................

SECTION 5.02. Statements to Certificateholders...................................................

SECTION 5.03. Servicer Reports; P&I Advances.....................................................

SECTION 5.04. Allocation of Realized Losses......................................................

SECTION 5.05. Compliance with Withholding Requirements...........................................

SECTION 5.06. Reports Filed with Securities and Exchange Commission..............................

ARTICLE VI THE CERTIFICATES............................................................................

SECTION 6.01. The Certificates...................................................................

SECTION 6.02. Registration of Transfer and Exchange of Certificates..............................

SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates..................................

SECTION 6.04. Persons Deemed Owners..............................................................

SECTION 6.05. Certain Available Information......................................................

ARTICLE VII THE DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER........................................

SECTION 7.01. Liability of the Depositor, the Servicers and the Master Servicer..................

SECTION 7.02. Merger or Consolidation of the Depositor, the Servicers or the Master Servicer.....

SECTION 7.03. Limitation on Liability of the Depositor, the Servicers, the Master Servicer and

Others.............................................................................

SECTION 7.04. Limitation on Resignation of the Servicers.........................................

SECTION 7.05. Limitation on Resignation of the Master Servicer...................................

SECTION 7.06. Assignment of Master Servicing.....................................................

SECTION 7.07. Rights of the Depositor in Respect of the Servicers and the Master Servicer........

SECTION 7.08. Duties of the Credit Risk Manager..................................................

SECTION 7.09. Limitation Upon Liability of the Credit Risk Manager...............................

SECTION 7.10. Removal of the Credit Risk Manager.................................................

ARTICLE VIII DEFAULT 180

SECTION 8.01. Servicer Events of Default.........................................................

SECTION 8.02. Master Servicer to Act; Appointment of Successor...................................

SECTION 8.03. Notification to Certificateholders.................................................

SECTION 8.04. Waiver of Servicer Events of Default...............................................

ARTICLE IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR.....................................

SECTION 9.01. Duties of Trustee and Securities Administrator.....................................

SECTION 9.02. Certain Matters Affecting Trustee and Securities Administrator.....................

SECTION 9.03. Trustee and Securities Administrator not Liable for Certificates or Mortgage

Loans..............................................................................

SECTION 9.04. Trustee and Securities Administrator May Own Certificates..........................

SECTION 9.05. Fees and Expenses of Trustee and Securities Administrator..........................

SECTION 9.06. Eligibility Requirements for Trustee and Securities Administrator..................

SECTION 9.07. Resignation and Removal of Trustee and Securities Administrator....................

SECTION 9.08. Successor Trustee or Securities Administrator......................................

SECTION 9.09. Merger or Consolidation of Trustee or Securities Administrator.....................

SECTION 9.10. Appointment of Co-Trustee or Separate Trustee......................................

SECTION 9.11. Appointment of Office or Agency....................................................

SECTION 9.12. Representations and Warranties.....................................................

ARTICLE X TERMINATION.................................................................................

SECTION 10.01. Termination Upon Repurchase or Liquidation of All Mortgage Loans...................

SECTION 10.02. Additional Termination Requirements................................................

ARTICLE XI REMIC PROVISIONS............................................................................

SECTION 11.01. REMIC Administration...............................................................

SECTION 11.02. Prohibited Transactions and Activities.............................................

SECTION 11.03. Indemnification....................................................................

ARTICLE XII MISCELLANEOUS PROVISIONS....................................................................

SECTION 12.01. Amendment..........................................................................

SECTION 12.02. Recordation of Agreement; Counterparts.............................................

SECTION 12.03. Limitation on Rights of Certificateholders.........................................

SECTION 12.04. Governing Law......................................................................

SECTION 12.05. Notices............................................................................

SECTION 12.06. Severability of Provisions.........................................................

SECTION 12.07. Notice to Rating Agencies..........................................................

SECTION 12.08. Article and Section References.....................................................

SECTION 12.09. Grant of Security Interest.........................................................

SECTION 12.10. Survival of Indemnification........................................................

EXHIBITS

Exhibit A-1 Form of Class A Certificate

Exhibit A-2 Form of Class M Certificate

Exhibit A-3 Form of Class B Certificate

Exhibit A-4 Form of Class CE-1 Certificate and Class CE-2 Certificate

Exhibit A-5 Form of Class P Certificate

Exhibit A-6 Form of Class R Certificate

Exhibit B-1 Form of Transferor Representation Letter and Form of

Transferee Representation Letter in Connection with Transfer

of the Class B Certificates, Class P Certificates, Class CE-1

Certificates, Class CE-2 Certificates and Residual

Certificates Pursuant to Rule 144A Under the Securities Act

Exhibit B-2 Form of Transferor Representation Letter and Form of

Transferee Representation Letter in Connection with Transfer

of the Class B Certificates, Class P Certificates, Class CE-1

Certificates, Class CE-2 Certificates and Residual

Certificates Pursuant to Rule 501(a) Under the Securities Act

Exhibit B-3 Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with

Transfer of Residual Certificates

Exhibit C Form of Servicer Certification

Exhibit D Form of Power of Attorney

Exhibit E Subsequent Transfer Instrument

Exhibit F Addition Notice

Exhibit G Identified Subsequent Mortgage Loans

Schedule 1 Mortgage Loan Schedule

Schedule 2 Prepayment Charge Schedule

Schedule 3 Reserved.

Schedule 4 Standard File Layout - Delinquency Reporting

Schedule 5 Standard File Layout - Scheduled/Scheduled

Schedule 6 Data Requirements of Servicing Advances Incurred Prior to Cut-off Date or Subsequent Cut-off

Date

</TABLE>

<PAGE>

This Pooling and Servicing Agreement, is dated and effective

as of June 1, 2005, among ACE SECURITIES CORP., as Depositor, COUNTRYWIDE HOME

LOANS SERVICING LP as a Servicer, SAXON MORTGAGE SERVICES, INC. as a Servicer

and OCWEN FEDERAL BANK FSB as a Servicer, WELLS FARGO BANK, N.A., as Master

Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates to be

issued hereunder in multiple classes, which in the aggregate will evidence the

entire beneficial ownership interest of the Trust Fund created hereunder. The

Trust Fund will consist of a segregated pool of assets comprised of the Mortgage

Loans, the Subsequent Mortgage Loans and certain other related assets subject to

this Agreement.

REMIC I

As provided herein, the Trustee will elect to treat the

segregated pool of assets consisting of the Mortgage Loans and certain other

related assets subject to this Agreement (other than the Pre-Funding Account,

Cap Contracts and the Reserve Fund) as a REMIC for federal income tax purposes,

and such segregated pool of assets will be designated as "REMIC I". The Class

R-I Interest will be the sole class of "residual interests" in REMIC I for

purposes of the REMIC Provisions (as defined herein). The following table

irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial

Uncertificated Balance and, for purposes of satisfying Treasury regulation

Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the

REMIC I Regular Interests (as defined herein). None of the REMIC I Regular

Interests will be certificated.

<TABLE>

REMIC I

REMITTANCE INITIAL LATEST POSSIBLE

DESIGNATION RATE UNCERTIFICATED BALANCE MATURITY DATE (1)

----------------- ------------- ---------------------- -----------------

LT1 Variable(2) $669,436,359.31 July 25, 2035

LT1PF Variable(2) $150,155,255.42 July 25, 2035

LT2 Variable(2) $469,784,737.84 July 25, 2035

LT2PF Variable(2) $170,482,144.27 July 25, 2035

LTP Variable(2) $100.00 July 25, 2035

LTCE2 Variable(2) N/A(3) July 25, 2035

</TABLE>

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(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date immediately following the maturity date for the

Mortgage Loan with the latest maturity date has been designated as the

"latest possible maturity date" for each REMIC I Regular Interest.

(2) Calculated in accordance with the definition of "REMIC I Remittance Rate"

herein.

(3) REMIC I Regular Interest LTCE2 will not have an Uncertificated Balance, but

will accrue interest on its Notional Amount.

REMIC II

As provided herein, the Trustee will elect to treat the

segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC

for federal income tax purposes, and such segregated pool of assets will be

designated as "REMIC II." The Class R-II Interest will evidence the sole class

of "residual interests" in REMIC II for purposes of the REMIC Provisions. The

following table irrevocably sets forth the designation, the REMIC II Remittance

Rate, the initial Uncertificated Balance and, for purposes of satisfying

Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity

date" for each of the REMIC II Regular Interests (as defined herein). None of

the REMIC II Regular Interests will be certificated.

<TABLE>

REMIC II

REMITTANCE INITIAL LATEST POSSIBLE

DESIGNATION RATE UNCERTIFICATED BALANCE MATURITY DATE (1)

------------------ -------------- ---------------------- -----------------

II-LTAA Variable(2) $715,330,663.45 July 25, 2035

II-LTA1A Variable(2) $2,580,075.00 July 25, 2035

II-LTA1B Variable(2) $645,020.00 July 25, 2035

II-LTA2A Variable(2) $1,587,465.00 July 25, 2035

II-LTA2B Variable(2) $518,230.00 July 25, 2035

II-LTA2C Variable(2) $413,750.00 July 25, 2035

II-LTM1 Variable(2) $262,775.00 July 25, 2035

II-LTM2 Variable(2) $226,280.00 July 25, 2035

II-LTM3 Variable(2) $131,385.00 July 25, 2035

II-LTM4 Variable(2) $124,090.00 July 25, 2035

II-LTM5 Variable(2) $113,140.00 July 25, 2035

II-LTM6 Variable(2) $102,190.00 July 25, 2035

II-LTM7 Variable(2) $94,890.00 July 25, 2035

II-LTM8 Variable(2) $87,590.00 July 25, 2035

II-LTM9 Variable(2) $62,045.00 July 25, 2035

II-LTM10 Variable(2) $51,095.00 July 25, 2035

II-LTB1 Variable(2) $69,345.00 July 25, 2035

II-LTB2 Variable(2) $87,590.00 July 25, 2035

II-LTB3 Variable(2) $80,290.00 July 25, 2035

II-LTZZ Variable(2) $7,361,339.97 July 25, 2035

II-LTP Variable(2) $100.00 July 25, 2035

II-LT1SUB Variable(2) $17,457.26 July 25, 2035

II-LT1GRP Variable(2) $81,959.17 July 25, 2035

II-LT2SUB Variable(2) $13,637.79 July 25, 2035

II-LT2GRP Variable(2) $64,026.69 July 25, 2035

II-LTXX Variable(2) $729,752,167.51 July 25, 2035

II-LTCE2 N/A(3) N/A(4) July 25, 2035

</TABLE>

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(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC II

Regular Interest.

(2) Calculated in accordance with the definition of "REMIC II Remittance

Rate" herein.

(3) REMIC II Regular Interest II-LTCE2 will not have REMIC II Remittance

Rate, but will be entitled to 100% of the amounts distributed on REMIC

I Regular Interest LTCE2.

(4) REMIC II Regular Interest II-LTCE2 will not have an Uncertificated

Balance, but will have a Notional Amount equal to the Notional Amount

of REMIC I Regular Interest LTCE2.

REMIC III

As provided herein, the Trustee will elect to treat the

segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC

for federal income tax purposes, and such segregated pool of assets will be

designated as "REMIC III." The Class R-III Interest will evidence the sole class

of "residual interests" in REMIC III for purposes of the REMIC Provisions. The

following table irrevocably sets forth the designation, the Pass-Through Rate,

the initial aggregate Certificate Principal Balance and, for purposes of

satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible

maturity date" for the indicated Classes of Certificates.

<TABLE>

INITIAL AGGREGATE

CERTIFICATE PRINCIPAL LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE BALANCE MATURITY DATE (1)

------------------- ----------------- --------------------- -----------------

Class A-1A Variable(2) $516,015,000.00 July 25, 2035

Class A-1B Variable(2) $129,004,000.00 July 25, 2035

Class A-2A Variable(2) $317,493,000.00 July 25, 2035

Class A-2B Variable(2) $103,646,000.00 July 25, 2035

Class A-2C Variable(2) $82,750,000.00 July 25, 2035

Class M-1 Variable(2) $52,555,000.00 July 25, 2035

Class M-2 Variable(2) $45,256,000.00 July 25, 2035

Class M-3 Variable(2) $26,277,000.00 July 25, 2035

Class M-4 Variable(2) $24,818,000.00 July 25, 2035

Class M-5 Variable(2) $22,628,000.00 July 25, 2035

Class M-6 Variable(2) $20,438,000.00 July 25, 2035

Class M-7 Variable(2) $18,978,000.00 July 25, 2035

Class M-8 Variable(2) $17,518,000.00 July 25, 2035

Class M-9 Variable(2) $12,409,000.00 July 25, 2035

Class M-10 Variable(2) $10,219,000.00 July 25, 2035

Class B-1 Variable(2) $13,869,000.00 July 25, 2035

Class B-2 Variable(2) $17,518,000.00 July 25, 2035

Class B-3 Variable(2) $16,058,000.00 July 25, 2035

Class P N/A(3) $100.00 July 25, 2035

Class CE-1 N/A(4) $12,409,496.84 July 25, 2035

Class CE-2 N/A(5) N/A(6) July 25, 2035

</TABLE>

-----------------

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date immediately following the maturity date for the

Mortgage Loan with the latest maturity date has been designated as the

"latest possible maturity date" for each Class of Certificates.

(2) Calculated in accordance with the definition of "Pass-Through Rate"

herein.

(3) The Class P Certificates will not accrue interest.

(4) The Class CE-1 Certificates will accrue interest at their variable

Pass-Through Rate on the Notional Amount of the Class CE-1 Certificates

outstanding from time to time which shall equal the Uncertificated Balance

of the REMIC II Regular Interests (other than REMIC II Regular Interest

II-LTP). The Class CE-1 Certificates will not accrue interest on their

Certificate Principal Balance.

(5) The Class CE-2 Certificates are an interest only class and for each

Distribution Date the Class CE-2 Certificates will be entitled to receive

100% of the amounts distributed on REMIC II Regular Interest II-LTCE2.

(6) For federal income tax purposes, the Class CE-2 Certificates will not have

a Certificate Principal Balance, but will have a Notional Amount equal to

the Notional Amount of REMIC II Regular Interest II-LTCE2.

The Mortgage Loans had an aggregate Scheduled Principal

Balance as of the Cut-off Date, after deducting all Monthly Payments due on or

before the Cut-off Date, of $1,459,858,596.84, which includes the Identified

Subsequent Mortgage Loans. As of the Cut-off Date, the Group I Mortgage Loans

had an aggregate Scheduled Principal Balance equal to $819,591,714.73 and the

Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to

$640,266,882.11, each of which includes the related Identified Subsequent

Mortgage Loans.

In consideration of the mutual agreements herein contained,

the Depositor, the Servicers, the Master Servicer, the Securities Administrator

and the Trustee agree as follows:

<PAGE>

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms.

Whenever used in this Agreement, including, without

limitation, in the Preliminary Statement hereto, the following words and

phrases, unless the context otherwise requires, shall have the meanings

specified in this Article. Unless otherwise specified, all calculations

described herein shall be made on the basis of a 360-day year consisting of

twelve 30-day months.

"Accepted Master Servicing Practices": With respect to any

Mortgage Loan, as applicable, either (x) those customary mortgage master

servicing practices of prudent mortgage servicing institutions that master

service mortgage loans of the same type and quality as such Mortgage Loan in the

jurisdiction where the related Mortgaged Property is located, to the extent

applicable to the Master Servicer (except in its capacity as successor to any

Servicer), or (y) as provided in Section 3.01 hereof, but in no event below the

standard set forth in clause (x).

"Accepted Servicing Practices": As defined in Section 3.01.

"Account": The Collection Accounts, the Distribution Account

and the Pre-Funding Account, as the context may require.

"Accrued Certificate Interest": With respect to any Class A

Certificate, Mezzanine Certificate, Class B Certificate, Class CE-1 Certificate

or Class CE-2 Certificate and each Distribution Date, interest accrued during

the related Interest Accrual Period at the Pass-Through Rate for such

Certificate for such Distribution Date on the Certificate Principal Balance, in

the case of the Class A Certificates, the Mezzanine Certificates and the Class B

Certificates, or on the Notional Amount in the case of the Class CE-1

Certificates and Class CE-2 Certificates, of such Certificate immediately prior

to such Distribution Date. The Class P Certificates are not entitled to

distributions in respect of interest and, accordingly, will not accrue interest.

All distributions of interest on the Class A Certificates, the Mezzanine

Certificates and the Class B Certificates will be calculated on the basis of a

360-day year and the actual number of days in the applicable Interest Accrual

Period. All distributions of interest on the Class CE-1 Certificates and Class

CE-2 Certificates will be based on a 360-day year consisting of twelve 30-day

months. Accrued Certificate Interest with respect to each Distribution Date, as

to any Class A Certificate, Mezzanine Certificate, Class B Certificate or Class

CE-1 Certificate shall be reduced by an amount equal to the portion allocable to

such Certificate pursuant to Section 1.02 hereof, if any, of the sum of (a) the

aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to

the extent not covered by payments pursuant to Section 3.22 or Section 4.18 of

this Agreement or pursuant to the Interim Servicing Agreement and (b) the

aggregate amount of any Relief Act Interest Shortfall, if any, for such

Distribution Date. In addition, Accrued Certificate Interest with respect to

each Distribution Date, as to any Class CE-1 Certificate, shall be reduced by an

amount equal to the portion allocable to such Class CE-1 Certificate of Realized

Losses, if any, pursuant to Section 1.02 and Section 5.04 hereof.

"Addition Notice": With respect to the transfer of Subsequent

Mortgage Loans to the Trust Fund pursuant to Section 2.09, a notice of the

Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust

Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of

the Subsequent Cut-off Date. The Addition Notice shall be given not later than

five (5) Business Days prior to the related Subsequent Transfer Date and shall

be substantially in the form attached hereto as Exhibit F.

"Adjustable Rate Mortgage Loan": Each of the Mortgage Loans

identified in the Mortgage Loan Schedule as having a Mortgage Rate that is

subject to adjustment.

"Adjustment Date": With respect to each Adjustable Rate

Mortgage Loan, the first day of the month in which the Mortgage Rate of an

Adjustable Rate Mortgage Loan changes pursuant to the related Mortgage Note. The

first Adjustment Date following the Cut-off Date as to each Adjustable Rate

Mortgage Loan is set forth in the Mortgage Loan Schedule.

"Administration Fees: The sum of (i) the Servicing Fees, (ii)

the Master Servicing Fee and (iii) the Credit Risk Management Fee.

"Administration Fee Rate": The sum of (i) the Servicing Fee

Rate, (ii) the Master Servicer Fee Rate and (iii) the Credit Risk Management Fee

Rate.

"Advance Facility": As defined in Section 3.25(a).

"Advance Financing Person": As defined in Section 3.25(a).

"Advance Reimbursement Amounts": As defined in Section

3.25(b).

"Affiliate": With respect to any specified Person, any other

Person controlling or controlled by or under common control with such specified

Person. For the purposes of this definition, "control" when used with respect to

any specified Person means the power to direct the management and policies of

such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise, and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

"Aggregate Loss Severity Percentage": With respect to any

Distribution Date, the percentage equivalent of a fraction, the numerator of

which is the aggregate amount of Realized Losses incurred on any Mortgage Loans

from the Cut-off Date to the last day of the preceding calendar month and the

denominator of which is the aggregate principal balance of such Mortgage Loans

immediately prior to the liquidation of such Mortgage Loans.

"Agreement": This Pooling and Servicing Agreement, including

all exhibits and schedules hereto and all amendments hereof and supplements

hereto.

"Allocated Realized Loss Amount": With respect to any Class of

Mezzanine Certificates or Class B Certificates and any Distribution Date, an

amount equal to the sum of any Realized Loss allocated to that Class of

Certificates on the Distribution Date and any Allocated Realized Loss Amount for

that Class remaining unpaid from the previous Distribution Date.

"Amounts Held for Future Distribution": As to any Distribution

Date, the aggregate amount held in the Custodial Accounts and the Collection

Account at the close of business on the immediately preceding Determination Date

on account of (i) all Monthly Payments or portions thereof received in respect

of the Mortgage Loans due after the related Due Period and (ii) Principal

Prepayments and Liquidation Proceeds received in respect of such Mortgage Loans

after the last day of the related Prepayment Period.

"Assignment": An assignment of Mortgage, notice of transfer or

equivalent instrument, in recordable form, which is sufficient under the laws of

the jurisdiction wherein the related Mortgaged Property is located to reflect of

record the sale of the Mortgage, which assignment, notice of transfer or

equivalent instrument may be in the form of one or more blanket assignments

covering Mortgages secured by Mortgaged Properties located in the same county,

if permitted by law.

"Assignment Agreements": Collectively, the Interim Servicer

Assignment Agreement and the Interim Subservicer Assignment Agreement.

"Authorized Officers": A managing director of the whole loan

trading desk and a managing director in global markets.

"Available Distribution Amount": With respect to any

Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the

amounts on deposit in the Custodial Accounts, Collection Accounts and

Distribution Account as of the close of business on the related Servicer

Remittance Date, (b) the aggregate of any amounts deposited in the Distribution

Account by the Servicers or the Master Servicer in respect of Prepayment

Interest Shortfalls for such Distribution Date pursuant to Section 3.22 or

Section 4.18 of this Agreement or by the Interim Servicer pursuant to the

Interim Servicing Agreement, (c) the aggregate of any P&I Advances for such

Distribution Date made by the Servicers pursuant to Section 5.03 of this

Agreement or by the Interim Servicer pursuant to the Interim Servicing

Agreement, (d) the aggregate of any P&I Advances made by a successor Servicer

(including the Master Servicer) for such Distribution Date pursuant to Section

8.02 of this Agreement and (e) with respect to the Distribution Date immediately

following the end of the Pre-Funding Period, any amounts in the Pre-Funding

Account (exclusive of any investment income therein) after giving effect to any

purchase of Subsequent Mortgage Loans, reduced (to not less than zero) by (2)

the portion of the amount described in clause (1)(a) above that represents (i)

Amounts Held for Future Distribution, (ii) Principal Prepayments on the Mortgage

Loans received after the related Prepayment Period (together with any interest

payments received with such Principal Prepayments to the extent they represent

the payment of interest accrued on the Mortgage Loans during a period subsequent

to the related Prepayment Period), (iii) Liquidation Proceeds and Insurance

Proceeds received in respect of the Mortgage Loans after the related Prepayment

Period, (iv) amounts reimbursable or payable to the Depositor, the Servicers,

the Trustee, the Master Servicer, the Securities Administrator or the Custodian

pursuant to Section 3.09 or 9.05 of this Agreement or otherwise payable in

respect of Extraordinary Trust Fund Expenses or reimbursable or payable to the

Interim Servicer under the Interim Servicing Agreement, (v) the Credit Risk

Management Fee, (vi) amounts deposited in the Custodial Account, a Collection

Account or the Distribution Account in error, (vii) the amount of any Prepayment

Charges collected by a Servicer or the Interim Servicer in connection with the

Principal Prepayment of any of the Mortgage Loans and (viii) amounts

reimbursable to a successor Servicer (including the Master Servicer) pursuant to

Section 8.02 of this Agreement or pursuant to the Interim Servicing Agreement.

"Balloon Mortgage Loan": A Mortgage Loan that provides for the

payment of the unamortized principal balance of such Mortgage Loan in a single

payment, that is substantially greater than the preceding monthly payment at the

maturity of such Mortgage Loan.

"Balloon Payment": A payment of the unamortized principal

balance of a Mortgage Loan in a single payment, that is substantially greater

than the preceding Monthly Payment at the maturity of such Mortgage Loan.

"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11

of the United States Code), as amended.

"Book-Entry Certificates": The Offered Certificates and Class

B Certificates for so long as the Certificates of such Class shall be registered

in the name of the Depository or its nominee.

"Book-Entry Custodian": The custodian appointed pursuant to

Section 6.01.

"Business Day": Any day other than a Saturday, a Sunday or a

day on which banking or savings and loan institutions in the States of New York,

California, Florida, Maryland, Minnesota, Texas or in the city in which the

Corporate Trust Office of the Trustee is located, are authorized or obligated by

law or executive order to be closed.

"Cap Contracts": Shall mean (i) the Cap Contract between the

Trustee and the counterparty named thereunder, for the benefit of the Holders of

the Class A-1 Certificates, the Mezzanine Certificates and the Class B

Certificates (the "Group I Cap Contract") and (ii) the Cap Contract between the

Trustee and the counterparty thereunder, for the benefit of the Class A-2

Certificates, the Mezzanine Certificates and the Class B Certificates (the

"Group II Cap Contract").

"Cash-Out Refinancing": A Refinanced Mortgage Loan the

proceeds of which are more than a nominal amount in excess of the principal

balance of any existing first mortgage plus any subordinate mortgage on the

related Mortgaged Property and related closing costs.

"Certificate": Any one of ACE Securities Corp., Asset Backed

Pass-Through Certificates, Series 2005-HE4, Class A-1A, Class A-1B, Class A-2A,

Class A-2B, Class A-2C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,

Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1, Class B-2,

Class B-3, Class P, Class CE-1, Class CE-2 and Class R Certificates issued under

this Agreement.

"Certificate Factor": With respect to any Class of

Certificates (other than the Residual Certificates) as of any Distribution Date,

a fraction, expressed as a decimal carried to six places, the numerator of which

is the aggregate Certificate Principal Balance (or Notional Amount, in the case

of the Class CE-1 Certificates and Class CE-2 Certificates) of such Class of

Certificates on such Distribution Date (after giving effect to any distributions

of principal and allocations of Realized Losses resulting in reduction of the

Certificate Principal Balance (or Notional Amount, in the case of the Class CE-1

Certificates and Class CE-2 Certificates) of such Class of Certificates to be

made on such Distribution Date), and the denominator of which is the initial

aggregate Certificate Principal Balance (or Notional Amount, in the case of the

Class CE-1 Certificates and Class CE-2 Certificates) of such Class of

Certificates as of the Closing Date.

"Certificate Margin": With respect to the Class A-1A

Certificates and, for purposes of the definition of "Marker Rate", REMIC II

Regular Interest II-LTA1A, 0.230% in the case of each Distribution Date through

and including the Optional Termination Date and 0.460% in the case of each

Distribution Date thereafter.

With respect to the Class A-1B Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTA1B, 0.280%

in the case of each Distribution Date through and including the Optional

Termination Date and 0.560% in the case of each Distribution Date thereafter.

With respect to the Class A-2A Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTA2A, 0.110%

in the case of each Distribution Date through and including the Optional

Termination Date and 0.220% in the case of each Distribution Date thereafter.

With respect to the Class A-2B Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTA2B, 0.250%

in the case of each Distribution Date through and including the Optional

Termination Date and 0.500% in the case of each Distribution Date thereafter.

With respect to the Class A-2C Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTA2C, 0.400%

in the case of each Distribution Date through and including the Optional

Termination Date and 0.800% in the case of each Distribution Date thereafter.

With respect to the Class M-1 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM1, 0.500% in

the case of each Distribution Date through and including the Optional

Termination Date and 0.750% in the case of each Distribution Date thereafter.

With respect to the Class M-2 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM2, 0.520% in

the case of each Distribution Date through and including the Optional

Termination Date and 0.780% in the case of each Distribution Date thereafter.

With respect to the Class M-3 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM3, 0.570% in

the case of each Distribution Date through and including the Optional

Termination Date and 0.855% in the case of each Distribution Date thereafter.

With respect to the Class M-4 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM4, 0.650% in

the case of each Distribution Date through and including the Optional

Termination Date and 0.975% in the case of each Distribution Date thereafter.

With respect to the Class M-5 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM5, 0.670% in

the case of each Distribution Date through and including the Optional

Termination Date and 1.005% in the case of each Distribution Date thereafter.

With respect to the Class M-6 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM6, 0.730% in

the case of each Distribution Date through and including the Optional

Termination Date and 1.095% in the case of each Distribution Date thereafter.

With respect to the Class M-7 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM7, 1.280% in

the case of each Distribution Date through and including the Optional

Termination Date and 1.920% in the case of each Distribution Date thereafter.

With respect to the Class M-8 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM8, 1.400% in

the case of each Distribution Date through and including the Optional

Termination Date and 2.100% in the case of each Distribution Date thereafter.

With respect to the Class M-9 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM9, 1.900% in

the case of each Distribution Date through and including the Optional

Termination Date and 2.850% in the case of each Distribution Date thereafter.

With respect to the Class M-10 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTM10, 3.000%

in the case of each Distribution Date through and including the Optional

Termination Date and 4.500% in the case of each Distribution Date thereafter.

With respect to the Class B-1 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTB1, 3.000% in

the case of each Distribution Date through and including the Optional

Termination Date and 4.500% in the case of each Distribution Date thereafter.

With respect to the Class B-2 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTB2, 3.000% in

the case of each Distribution Date through and including the Optional

Termination Date and 4.500% in the case of each Distribution Date thereafter.

With respect to the Class B-3 Certificates and, for purposes

of the definition of "Marker Rate", REMIC II Regular Interest II-LTB3, 3.000% in

the case of each Distribution Date through and including the Optional

Termination Date and 4.500% in the case of each Distribution Date thereafter.

"Certificateholder" or "Holder": The Person in whose name a

Certificate is registered in the Certificate Register, except that a

Disqualified Organization or a Non-United States Person shall not be a Holder of

a Residual Certificate for any purposes hereof, and solely for the purposes of

giving any consent pursuant to this Agreement, any Certificate registered in the

name of or beneficially owned by the Depositor, the Seller, a Servicer, the

Master Servicer, the Securities Administrator, the Trustee or any Affiliate

thereof shall be deemed not to be outstanding and the Voting Rights to which it

is entitled shall not be taken into account in determining whether the requisite

percentage of Voting Rights necessary to effect any such consent has been

obtained, except as otherwise provided in Section 12.01. The Trustee and the

Securities Administrator may conclusively rely upon a certificate of the

Depositor, the Seller, the Master Servicer, the Securities Administrator or a

Servicer in determining whether a Certificate is held by an Affiliate thereof.

All references herein to "Holders" or "Certificateholders" shall reflect the

rights of Certificate Owners as they may indirectly exercise such rights through

the Depository and participating members thereof, except as otherwise specified

herein; provided, however, that the Trustee and the Securities Administrator

shall be required to recognize as a "Holder" or "Certificateholder" only the

Person in whose name a Certificate is registered in the Certificate Register.

"Certificate Owner": With respect to a Book-Entry Certificate,

the Person who is the beneficial owner of such Certificate as reflected on the

books of the Depository or on the books of a Depository Participant or on the

books of an indirect participating brokerage firm for which a Depository

Participant acts as agent.

"Certificate Principal Balance": With respect to each Class A

Certificate, Mezzanine Certificate, Class B Certificate or Class P Certificate

as of any date of determination, the Certificate Principal Balance of such

Certificate on the Distribution Date immediately prior to such date of

determination plus any Subsequent Recoveries added to the Certificate Principal

Balance of such Certificate pursuant to Section 5.04, minus all distributions

allocable to principal made thereon and Realized Losses allocated thereto, if

any, on such immediately prior Distribution Date (or, in the case of any date of

determination up to and including the first Distribution Date, the initial

Certificate Principal Balance of such Certificate, as stated on the face

thereof). With respect to each Class CE-1 Certificate as of any date of

determination, an amount equal to the Percentage Interest evidenced by such

Certificate times the excess, if any, of (A) the then aggregate Uncertificated

Balances of the REMIC I Regular Interests over (B) the then aggregate

Certificate Principal Balances of the Class A Certificates, the Mezzanine

Certificates, the Class B Certificates and the Class P Certificates then

outstanding. The aggregate initial Certificate Principal Balance of each Class

of Regular Certificates is set forth in the Preliminary Statement hereto.

"Certificate Register": The register maintained pursuant to

Section 6.02.

"Class": Collectively, all of the Certificates bearing the

same class designation.

"Class A Certificate": Any Class A-1A, Class A-1B, Class A-2A,

Class A-2B or Class A-2C Certificate.

"Class A Principal Distribution Amount": The Class A Principal

Distribution Amount is an amount equal to the sum of: (i) the Class A-1

Principal Distribution Amount and (ii) the Class A-2 Principal Distribution

Amount and (iii) with respect to the Distribution Date immediately following the

termination of the Pre-Funding Period, any remaining Pre-Funding Amount.

"Class A-1 Allocation Percentage": With respect to any

Distribution Date is the percentage equivalent of a fraction, the numerator of

which is (x) the Group I Principal Remittance Amount for such Distribution Date

and the denominator of which is (y) the Principal Remittance Amount for such

Distribution Date.

"Class A-1 Certificate": Any one of the Class A-1A

Certificates or Class A-1B Certificates executed and authenticated by the

Securities Administrator and delivered by the Trustee, substantially in the form

annexed hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for

purposes of the REMIC Provisions.

"Class A-1 Principal Distribution Amount": With respect to any

Distribution Date on or after the Stepdown Date and on which a Trigger Event is

not in effect, the excess of (x) the sum of the Certificate Principal Balances

of the Class A-1A Certificates and the Class A-1B Certificates immediately prior

to such Distribution Date over (y) the lesser of (A) the product of (i) 57.40%

and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as

of the last day of the related Due Period (after giving effect to scheduled

payments of principal due during the related Due Period, to the extent received

or advanced and unscheduled collections of principal received during the related

Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I

Mortgage Loans as of the last day of the related Due Period (after giving effect

to scheduled payments of principal due during the related Due Period, to the

extent received or advanced and unscheduled collections of principal received

during the related Prepayment Period) minus the product of (i) 0.50% and (ii)

the aggregate principal balance of the Mortgage Loans as of the Cut-off Date

(which includes the principal balance of the Identified Subsequent Mortgage

Loans).

"Class A-1A Certificate": Any one of the Class A-1A

Certificates executed and authenticated by the Securities Administrator and

delivered by the Trustee, substantially in the form annexed hereto as Exhibit

A-1 and evidencing a Regular Interest in REMIC III for purposes of the REMIC

Provisions.

"Class A-1B Certificate": Any one of the Class A-1B

Certificates executed and authenticated by the Securities Administrator and

delivered by the Trustee, substantially in the form annexed hereto as Exhibit

A-1 and evidencing a Regular Interest in REMIC III for purposes of the REMIC

Provisions.

"Class A-2 Allocation Percentage": With respect to any

Distribution Date is the percentage equivalent of a fraction, the numerator of

which is (x) the Group II Principal Remittance Amount for such Distribution Date

and the denominator of which is (y) the Principal Remittance Amount for such

Distribution Date.

"Class A-2 Certificate": Any Class A-2A, Class A-2B or Class

A-2C Certificate.

"Class A-2 Principal Distribution Amount": With respect to any

Distribution Date on or after the Stepdown Date and on which a Trigger Event is

not in effect, the excess of (x) the sum of the Certificate Principal Balances

of the Class A-2A, Class A-2B and Class A-2C Certificates immediately prior to

such Distribution Date over (y) the lesser of (A) the product of (i) 57.40% and

(ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of

the last day of the related Due Period (after giving effect to scheduled

payments of principal due during the related Due Period, to the extent received

or advanced and unscheduled collections of principal received during the related

Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group

II Mortgage Loans as of the last day of the related Due Period (after giving

effect to scheduled payments of principal due during the related Due Period, to

the extent received or advanced and unscheduled collections of principal

received during the related Prepayment Period) minus the product of (i) 0.50%

and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off

Date (which includes the principal balance of the Identified Subsequent Mortgage

Loans).

"Class A-2A Certificate": Any one of the Class A-2A

Certificates executed and authenticated by the Securities Administrator and

delivered by the Trustee, substantially in the form annexed hereto as Exhibit

A-1 and evidencing a Regular Interest in REMIC III for purposes of the REMIC

Provisions.

"Class A-2B Certificate": Any one of the Class A-2B

Certificates executed and authenticated by the Securities Administrator and

delivered by the Trustee, substantially in the form annexed hereto as Exhibit

A-1 and evidencing a Regular Interest in REMIC III for purposes of the REMIC

Provisions.

"Class A-2C Certificate": Any one of the Class A-2C

Certificates executed and authenticated by the Securities Administrator and

delivered by the Trustee, substantially in the form annexed hereto as Exhibit

A-1 and evidencing a Regular Interest in REMIC III for purposes of the REMIC

Provisions.

"Class B Certificate": Any Class B-1, Class B-2 or Class B-3

Certificate.

"Class B-1 Certificate": Any one of the Class B-1 Certificates

executed and authenticated by the Securities Administrator and delivered by the

Trustee, substantially in the form annexed hereto as Exhibit A-3 and evidencing

a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class B-1 Principal Distribution Amount": With respect to any

Distribution Date on or after the Stepdown Date and on which a Trigger Event is

not in effect, the excess of (x) the sum of (i) the aggregate Certificate

Principal Balance of the Class A Certificates (after taking into account the

payment of the Class A Principal Distribution Amount on such Distribution Date),

(ii) the Certificate Principal Balance of the Class M-1 Certificates (after

taking into account the payment of the Class M-1 Principal Distribution Amount

on such Distribution Date), (iii) the Certificate Principal Balance of the Class

M-2 Certificates (after taking into account the payment of the Class M-2

Principal Distribution Amount on such Distribution Date), (iv) the Certificate

Principal Balance of the Class M-3 Certificates (after taking into account the

payment of the Class M-3 Principal Distribution Amount on such Distribution

Date), (v) the Certificate Principal Balance of the Class M-4 Certificates

(after taking into account the payment of the Class M-4 Principal Distribution

Amount on such Distribution Date), (vi) the Certificate Principal Balance of the

Class M-5 Certificates (after taking into account the payment of the Class M-5

Principal Distribution Amount on such Distribution Date), (vii) the Certificate

Principal Balance of the Class M-6 Certificates (after taking into account the

payment of the Class M-6 Principal Distribution Amount on such Distribution

Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates

(after taking into account the payment of the Class M-7 Principal Distribution

Amount on such Distribution Date), (ix) the Certificate Principal Balance of the

Class M-8 Certificates (after taking into account the payment of the Class M-8

Principal Distribution Amount on such Distribution Date), (x) the Certificate

Principal Balance of the Class M-9 Certificates (after taking into account the

payment of the Class M-9 Principal Distribution Amount on such Distribution

Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates

(after taking into account the payment of the Class M-10 Principal Distribution

Amount on such Distribution Date) and (xii) the Certificate Principal Balance of

the Class B-1 Certificates immediately prior to such Distribution Date over (y)

the lesser of (A) the product of (i) 93.70% and (ii) the aggregate Stated

Principal Balance of the Mortgage Loans as of the last day of the related Due

Period (after giving effect to scheduled payments of principal due during the

related Due Period, to the extent received or advanced and unscheduled

collections of principal received during the related Prepayment Period) and (B)

the aggregate Stated Principal Balance of the Mortgage Loans as of the last day

of the related Due Period (after giving effect to scheduled payments of

principal due during the related Due Period, to the extent received or advanced

and unscheduled collections of principal received during the related Prepayment

Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance

of the Mortgage Loans as of the Cut-off Date (which includes the principal

balance of the Identified Subsequent Mortgage Loans).

"Class B-2 Certificate": Any one of the Class B-2 Certificates

executed and authenticated by the Securities Administrator and delivered by the

Trustee, substantially in the form annexed hereto as Exhibit A-3 and evidencing

a Regular Interest in REMIC III for purposes of the REMIC Provisions.

"Class B-2 Principal Distribution Amount": With respect to any