POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2005-SD3 | WELLS FARGO BANK, NATIONAL ASSOCIATION | HSBC BANK USA, NATIONAL ASSOCIATION | OCWEN LOAN SERVICING, LLC | ACE SECURITIES CORP.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 12/30/2005

ACE SECURITIES CORP.

Depositor

OCWEN LOAN SERVICING, LLC

a Servicer

WELLS FARGO BANK, NATIONAL ASSOCIATION

a Servicer

WELLS FARGO BANK, NATIONAL ASSOCIATION

Master Servicer and Securities Administrator

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of October 31, 2005

ACE Securities Corp. Home Equity Loan Trust, Series 2005-SD3

Asset Backed Pass-Through Certificates

TABLE OF CONTENTS

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 Ocwen and Wells Fargo.
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, REMIC II and REMIC III by the Trustee.
SECTION 2.08	Issuance of the Residual Certificates.
SECTION 2.09	Establishment of the Trust.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE OCWEN MORTGAGE LOANS AND WELLS FARGO MORTGAGE LOANS; ACCOUNTS

SECTION 3.01	Ocwen and Wells Fargo to Act as a Servicer.
SECTION 3.02	Sub-Servicing Agreement Between Each 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 Account, Simple Interest Excess Sub-Account and Distribution Account.
SECTION 3.09	Withdrawals from the Collection Account 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 Each Servicer in Respect of Prepayment Interest Shortfalls; Relief Act Interest Shortfalls.
SECTION 3.23	Obligations of Each Servicer in Respect of Mortgage Rates and Monthly Payments.
SECTION 3.24	Reserve Fund.
SECTION 3.25	Advance Facility.

SECTION 3.26

The Servicer’s Indemnification Obligation.

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 the 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	Reserved.
SECTION 4.18	Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.
SECTION 4.19	Prepayment Penalty Verification.
SECTION 4.20	WAMU Reporting.

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.
SECTION 5.07	Supplemental Interest Trust.
SECTION 5.08	Tax Treatment of Swap Payments and Swap Termination Payments.

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, OCWEN, WELLS FARGO AND THE MASTER SERVICER

SECTION 7.01	Liability of the Depositor, Ocwen, Wells Fargo and the Master Servicer.
SECTION 7.02	Merger or Consolidation of the Depositor, Ocwen, Wells Fargo or the Master Servicer.
SECTION 7.03	Limitation on Liability of the Depositor, Ocwen, Wells Fargo, the Master Servicer and Others.

SECTION 7.04	Limitation on Resignation of Ocwen and Wells Fargo.
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 Ocwen, Wells Fargo 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

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.
SECTION 12.11	Servicing Agreement.

Exhibits

Exhibit A-1	Form of Class A Certificate
Exhibit A-2	Form of Class M Certificate
Exhibit A-3	Form of Class B-1 Certificate
Exhibit A-4	Form of Class CE-1 Certificate
Exhibit A-5	Form of Class CE-2 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 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 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

Schedule 1	Mortgage Loan Schedule
Schedule 2	Prepayment Charge Schedule
Schedule 3	Standard File Layout – Delinquency Reporting
Schedule 4	Standard File Layout – Scheduled/Scheduled
Schedule 5	Standard File Layout – Simple Interest Mortgage Loans
Schedule 6	Servicing Advance Schedule
Schedule 7	Scheduled Mortgage Loans as of the Cut-off Date

This Pooling and Servicing Agreement, is dated and effective as of October 31, 2005, among ACE SECURITIES CORP., as Depositor, OCWEN LOAN SERVICING, LLC, as a Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, 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 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 Reserve Fund and, for the avoidance of doubt, the Supplemental Interest Trust and the Swap Agreement) 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.

Designation	REMIC I Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date ⁽¹⁾
A-I	Variable ⁽²⁾	$	232.80	August 25, 2045
I-1-A	Variable ⁽²⁾	$	2,231,754.41	August 25, 2045
I-1-B	Variable ⁽²⁾	$	2,231,754.41	August 25, 2045
I-2-A	Variable ⁽²⁾	$	4,603,293.01	August 25, 2045
I-2-B	Variable ⁽²⁾	$	4,603,293.01	August 25, 2045
I-3-A	Variable ⁽²⁾	$	4,395,005.91	August 25, 2045
I-3-B	Variable ⁽²⁾	$	4,395,005.91	August 25, 2045
I-4-A	Variable ⁽²⁾	$	4,201,187.34	August 25, 2045
I-4-B	Variable ⁽²⁾	$	4,201,187.34	August 25, 2045
I-5-A	Variable ⁽²⁾	$	4,006,043.18	August 25, 2045
I-5-B	Variable ⁽²⁾	$	4,006,043.18	August 25, 2045
I-6-A	Variable ⁽²⁾	$	3,826,276.35	August 25, 2045
I-6-B	Variable ⁽²⁾	$	3,826,276.35	August 25, 2045
I-7-A	Variable ⁽²⁾	$	3,650,830.09	August 25, 2045
I-7-B	Variable ⁽²⁾	$	3,650,830.09	August 25, 2045
I-8-A	Variable ⁽²⁾	$	3,487,030.11	August 25, 2045
I-8-B	Variable ⁽²⁾	$	3,487,030.11	August 25, 2045
I-9-A	Variable ⁽²⁾	$	3,325,758.62	August 25, 2045
I-9-B	Variable ⁽²⁾	$	3,325,758.62	August 25, 2045
I-10-A	Variable ⁽²⁾	$	3,175,259.24	August 25, 2045

I-10-B	Variable ⁽²⁾	$	3,175,259.24	August 25, 2045
I-11-A	Variable ⁽²⁾	$	3,033,149.98	August 25, 2045
I-11-B	Variable ⁽²⁾	$	3,033,149.98	August 25, 2045
I-12-A	Variable ⁽²⁾	$	2,383,868.02	August 25, 2045
I-12-B	Variable ⁽²⁾	$	2,383,868.02	August 25, 2045
I-13-A	Variable ⁽²⁾	$	2,484,687.89	August 25, 2045
I-13-B	Variable ⁽²⁾	$	2,484,687.89	August 25, 2045
I-14-A	Variable ⁽²⁾	$	2,482,818.88	August 25, 2045
I-14-B	Variable ⁽²⁾	$	2,482,818.88	August 25, 2045
I-15-A	Variable ⁽²⁾	$	2,369,724.54	August 25, 2045
I-15-B	Variable ⁽²⁾	$	2,369,724.54	August 25, 2045
I-16-A	Variable ⁽²⁾	$	2,261,747.43	August 25, 2045
I-16-B	Variable ⁽²⁾	$	2,261,747.43	August 25, 2045
I-17-A	Variable ⁽²⁾	$	15,498,378.14	August 25, 2045
I-17-B	Variable ⁽²⁾	$	15,498,378.14	August 25, 2045
I-18-A	Variable ⁽²⁾	$	1,292,252.59	August 25, 2045
I-18-B	Variable ⁽²⁾	$	1,292,252.59	August 25, 2045
I-19-A	Variable ⁽²⁾	$	1,232,792.86	August 25, 2045
I-19-B	Variable ⁽²⁾	$	1,232,792.86	August 25, 2045
I-20-A	Variable ⁽²⁾	$	1,176,050.73	August 25, 2045
I-20-B	Variable ⁽²⁾	$	1,176,050.73	August 25, 2045
I-21-A	Variable ⁽²⁾	$	1,121,902.67	August 25, 2045
I-21-B	Variable ⁽²⁾	$	1,121,902.67	August 25, 2045
I-22-A	Variable ⁽²⁾	$	1,070,230.70	August 25, 2045
I-22-B	Variable ⁽²⁾	$	1,070,230.70	August 25, 2045
I-23-A	Variable ⁽²⁾	$	1,020,922.21	August 25, 2045
I-23-B	Variable ⁽²⁾	$	1,020,922.21	August 25, 2045
I-24-A	Variable ⁽²⁾	$	973,869.69	August 25, 2045
I-24-B	Variable ⁽²⁾	$	973,869.69	August 25, 2045
I-25-A	Variable ⁽²⁾	$	928,970.47	August 25, 2045
I-25-B	Variable ⁽²⁾	$	928,970.47	August 25, 2045
I-26-A	Variable ⁽²⁾	$	886,126.57	August 25, 2045
I-26-B	Variable ⁽²⁾	$	886,126.57	August 25, 2045
I-27-A	Variable ⁽²⁾	$	845,244.44	August 25, 2045
I-27-B	Variable ⁽²⁾	$	845,244.44	August 25, 2045
I-28-A	Variable ⁽²⁾	$	806,234.74	August 25, 2045
I-28-B	Variable ⁽²⁾	$	806,234.74	August 25, 2045
I-29-A	Variable ⁽²⁾	$	768,891.57	August 25, 2045
I-29-B	Variable ⁽²⁾	$	768,891.57	August 25, 2045
I-30-A	Variable ⁽²⁾	$	733,433.60	August 25, 2045
I-30-B	Variable ⁽²⁾	$	733,433.60	August 25, 2045
I-31-A	Variable ⁽²⁾	$	699,550.65	August 25, 2045
I-31-B	Variable ⁽²⁾	$	699,550.65	August 25, 2045
I-32-A	Variable ⁽²⁾	$	1,441,079.79	August 25, 2045
I-32-B	Variable ⁽²⁾	$	1,441,079.79	August 25, 2045

I-33-A	Variable ⁽²⁾	$	601,793.57	August 25, 2045
I-33-B	Variable ⁽²⁾	$	601,793.57	August 25, 2045
I-34-A	Variable ⁽²⁾	$	573,905.29	August 25, 2045
I-34-B	Variable ⁽²⁾	$	573,905.29	August 25, 2045
I-35-A	Variable ⁽²⁾	$	547,298.73	August 25, 2045
I-35-B	Variable ⁽²⁾	$	547,298.73	August 25, 2045
I-36-A	Variable ⁽²⁾	$	521,915.40	August 25, 2045
I-36-B	Variable ⁽²⁾	$	521,915.40	August 25, 2045
I-37-A	Variable ⁽²⁾	$	497,699.43	August 25, 2045
I-37-B	Variable ⁽²⁾	$	497,699.43	August 25, 2045
I-38-A	Variable ⁽²⁾	$	474,597.45	August 25, 2045
I-38-B	Variable ⁽²⁾	$	474,597.45	August 25, 2045
I-39-A	Variable ⁽²⁾	$	452,558.59	August 25, 2045
I-39-B	Variable ⁽²⁾	$	452,558.59	August 25, 2045
I-40-A	Variable ⁽²⁾	$	431,534.24	August 25, 2045
I-40-B	Variable ⁽²⁾	$	431,534.24	August 25, 2045
I-41-A	Variable ⁽²⁾	$	410,912.30	August 25, 2045
I-41-B	Variable ⁽²⁾	$	410,912.30	August 25, 2045
I-42-A	Variable ⁽²⁾	$	391,824.75	August 25, 2045
I-42-B	Variable ⁽²⁾	$	391,824.75	August 25, 2045
I-43-A	Variable ⁽²⁾	$	373,616.12	August 25, 2045
I-43-B	Variable ⁽²⁾	$	373,616.12	August 25, 2045
I-44-A	Variable ⁽²⁾	$	356,246.21	August 25, 2045
I-44-B	Variable ⁽²⁾	$	356,246.21	August 25, 2045
I-45-A	Variable ⁽²⁾	$	339,676.65	August 25, 2045
I-45-B	Variable ⁽²⁾	$	339,676.65	August 25, 2045
I-46-A	Variable ⁽²⁾	$	323,870.83	August 25, 2045
I-46-B	Variable ⁽²⁾	$	323,870.83	August 25, 2045
I-47-A	Variable ⁽²⁾	$	308,793.78	August 25, 2045
I-47-B	Variable ⁽²⁾	$	308,793.78	August 25, 2045
I-48-A	Variable ⁽²⁾	$	294,412.14	August 25, 2045
I-48-B	Variable ⁽²⁾	$	294,412.14	August 25, 2045
I-49-A	Variable ⁽²⁾	$	5,945,978.21	August 25, 2045
I-49-B	Variable ⁽²⁾	$	5,945,978.21	August 25, 2045
CE-2	Variable ⁽²⁾	$	N/A(3)	August 25, 2045

________________

⁽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 CE-2 will not have an Uncertificated Balance, but will accrue interest on its Notional Amount described in accordance with the definition of “Notional Amount” herein.

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 aggregate 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. None of the REMIC II Regular Interests will be certificated.

Designation	REMIC II Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date ⁽¹⁾
AA	Variable ⁽²⁾	$	186,711,788.14	August 25, 2045
A	Variable ⁽²⁾	$	1,517,510.00	August 25, 2045
M-1	Variable ⁽²⁾	$	172,420.00	August 25, 2045
M-2	Variable ⁽²⁾	$	99,070.00	August 25, 2045
M-3	Variable ⁽²⁾	$	45,730.00	August 25, 2045
M-4	Variable ⁽²⁾	$	22,860.00	August 25, 2045
M-5	Variable ⁽²⁾	$	17,150.00	August 25, 2045
B-1	Variable ⁽²⁾	$	30,480.00	August 25, 2045
ZZ	Variable ⁽²⁾	$	1,905,224.66	August 25, 2045
IO	Variable ⁽²⁾		N/A(3)	August 25, 2045
CE-2	Variable ⁽²⁾		N/A(4)	August 25, 2045

___________________________

(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 IO will not have an Uncertificated Balance, but will accrue interest on its Notional Amount.
(4)	For federal income tax purposes, the REMIC II Regular Interest CE-2 will not have an Uncertificated Balance, but will have a Notional Amount equal to the Notional Amount of REMIC I Regular Interest CE-2.

REMIC III

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II 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.

Designation	Pass-Through Rate	Initial Aggregate Certificate Principal Balance		Latest Possible Maturity Date ⁽¹⁾
Class A	Variable ⁽²⁾	$	151,751,000	August 25, 2045
Class M-1	Variable ⁽²⁾	$	17,242,000	August 25, 2045
Class M-2	Variable ⁽²⁾	$	9,907,000	August 25, 2045
Class M-3	Variable ⁽²⁾	$	4,573,000	August 25, 2045
Class M-4	Variable ⁽²⁾	$	2,286,000	August 25, 2045
Class M-5	Variable ⁽²⁾	$	1,715,000	August 25, 2045
Class B-1	Variable ⁽²⁾	$	3,048,000	August 25, 2045
Class CE-1	N/A ⁽³⁾	$	232.80	August 25, 2045
Class CE-2	N/A ⁽⁴⁾		N/A ⁽⁵⁾	August 25, 2045
REMIC III Regular Interest IO	N/A ⁽⁶⁾		N/A ⁽⁶⁾	August 25, 2045

_________________

(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 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. The Class CE-1 Certificates will not accrue interest on their Certificate Principal Balance.
(4)	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 CE-2.
(5)	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 CE-2.

(6)	REMIC III Regular Interest IO will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of amounts distributed on REMIC II Regular Interest IO.

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance equal to $190,522,232.80.

In consideration of the mutual agreements herein contained, the Depositor, Ocwen, Wells Fargo, the Master Servicer, the Securities Administrator and the Trustee agree as follows:

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.

“60-day Delinquent Mortgage Loan”: With respect to any Mortgage Loan or any date of determination, the excess, if any, of (i) the number of days the most delinquent Monthly Payment for such Mortgage Loan was delinquent as of the close of business on the last day of the related Due Period minus (ii) the number of days the most delinquent Monthly Payment for such Mortgage Loan was delinquent as of the close of business on the Cut-off Date, is greater than or equal to 60.

“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 a 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 and the Distribution Account as the context may require.

“Accrued Certificate Interest”: With respect to any Class A Certificate, Mezzanine Certificate, Class B-1 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, Mezzanine and Class B-1 Certificates, or on the Notional Amount in the case of the Class CE-1 Certificates and the Class CE-2 Certificates, of such Certificate immediately prior to such Distribution Date. All distributions of interest on the Class A, Mezzanine and Class B-1 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, Mezzanine, Class B-1 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 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.

“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 Fee, (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-1 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 pursuant to Section 5.04 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 Account and the Collection Accounts 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 related 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.

“Arrearages”: With respect to each Mortgage Loan, the amount, if any, equal to the interest portion of the payments due on such Mortgage Loan on or prior to the Cut-off Date but not yet received by the related Servicer by such date, as shown on the Mortgage Loan Schedule.

“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 and assignment 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 Agreement”: The Assignment, Assumption and Recognition Agreement, dated as of November 30, 2005, by and among the Seller, the Depositor and WAMU evidencing the assignment of the Servicing Agreement, to the extent of the servicing of the WAMU Mortgage Loans, to the Depositor.

“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 Account, the Collection Accounts and the 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 pursuant to the 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 pursuant to the Servicing Agreement and (d) the aggregate of any P&I Advances made by a successor Servicer (including the Master Servicer or the Trustee) for such Distribution Date pursuant to Section 8.02 of this Agreement or the Servicing Agreement, reduced (to an amount 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, the Custodians or the Credit Risk Manager pursuant to Section 3.09 or Section 9.05 of this Agreement or otherwise payable in respect of Extraordinary Trust Fund Expenses or reimbursable or payable under the Servicing Agreement, (v) the Credit Risk Management Fee, (vi) amounts deposited in a Custodial Account, a Collection Account or the Distribution Account in error, (vii) the amount of any Prepayment Charges collected by the Servicers in connection with the Principal Prepayment of any of the Mortgage Loans and (viii) amounts reimbursable to a successor Servicer (including the Master Servicer or the Trustee) pursuant to Section 8.02 of this Agreement or pursuant to the 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-1 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, Florida, Maryland, Minnesota 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.

“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-SD3, Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1, Class CE-1, Class CE-2 and Class R 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 Certificates and, for purposes of the definition of “Marker Rate”, REMIC II Regular Interest A, 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 M-1, 0.700% in the case of each Distribution Date through and including the Optional Termination Date and 1.050% 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 M-2, 1.75% in the case of each Distribution Date through and including the Optional Termination Date and 2.25% 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 M-3, 2.00% in the case of each Distribution Date through and including the Optional Termination Date and 2.50% 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 M-4, 3.00% in the case of each Distribution Date through and including the Optional Termination Date and 3.50% 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 M-5, 3.00% in the case of each Distribution Date through and including the Optional Termination Date and 3.50% 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 B-1, 3.00% in the case of each Distribution Date through and including the Optional Termination Date and 3.50% 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 of this Agreement. 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, Mezzanine or Class B-1 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 of this Agreement, 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 II Regular Interests over (B) the then aggregate Certificate Principal Balances of the Class A, Mezzanine and Class B-1 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 of this Agreement.

“Class”: Collectively, all of the Certificates bearing the same class designation.

“Class A Certificate”: Any one of the Class A 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 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 Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 54.70% and (ii) the aggregate Scheduled 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 Scheduled 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.

“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 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), and (viii) 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) 95.40% and (ii) the aggregate Scheduled 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 Scheduled 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.

“Class CE-1 Certificate”: Any one of the Class CE-1 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class CE-2 Certificate”: Any one of the Class CE-2 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class M-1 Certificate”: Any one of the Class M-1 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class M-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 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) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 72.80% and (ii) the aggregate Scheduled 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 Scheduled 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.

“Class M-2 Certificate”: Any one of the Class M-2 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class M-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 (i) the 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) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 83.20% and (ii) the aggregate Scheduled 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 Scheduled 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.

“Class M-3 Certificate”: Any one of the Class M-3 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class M-3 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 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) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 88.00% and (ii) the aggregate Scheduled 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 Scheduled 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.

“Class M-4 Certificate”: Any one of the Class M-4 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class M-4 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 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) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.40% and (ii) the aggregate Scheduled 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 Scheduled 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.

“Class M-5 Certificate”: Any one of the Class M-5 Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class M-5 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 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) and (v) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 92.20% and (ii) the aggregate Scheduled 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 Scheduled 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.

“Class R Certificates”: Any one of the Class R Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-6, and evidencing the Class R-I Interest, the Class R-II Interest and the Class R-III Interest.

“Class R-I Interest”: The uncertificated residual interest in REMIC I.

“Class R-II Interest”: The uncertificated residual interest in REMIC II.

“Class R-III Interest”: The uncertificated residual interest in REMIC III.

“Closing Date”: November 30, 2005.

“Code”: The Internal Revenue Code of 1986, as amended from time to time.

“Collection Account”: The separate account or accounts created and maintained, or caused to be created and maintained, by each of Ocwen and Wells Fargo pursuant to Section 3.08(a) of this Agreement, which shall be entitled (i) with respect to the Ocwen Mortgage Loans, “Ocwen Loan Servicing, LLC, as Servicer for HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of ACE Securities Corp., Home Equity Loan Trust, Series 2005-SD3, Asset Backed Pass-Through Certificates” and (ii) with respect to the Wells Fargo Mortgage Loans, “Wells Fargo Bank, National Association, as Servicer for HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of ACE Securities Corp., Home Equity Loan Trust, Series 2005-SD3, Asset Backed Pass-Through Certificates. Any Collection Account must be an Eligible Account.

“Commission”: The Securities and Exchange Commission.

“Corporate Trust Office”: The principal corporate trust office of the Trustee or the Securities Administrator, as the case may be, at which, at any particular time, its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New York 10018, Attention: ACE Securities Corp., 2005-SD3, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Securities Administrator and the Servicers or (ii) with respect to the Securities Administrator, (A) for purposes of Certificate transfers and surrender, Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust (ACE 2005-SD3), and (B) for all other purposes, Wells Fargo Bank, National Association, P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust (ACE 2005-SD3) (or for overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust (ACE 2005-SD3)), or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Servicers and the Trustee.

“Corresponding Certificate”: With respect to each REMIC II Regular Interest, as follows:

REMIC II Regular Interest	Class
REMIC II Regular Interest A	A
REMIC II Regular Interest M-1	M-1
REMIC II Regular Interest M-2	M-2
REMIC II Regular Interest M-3	M-3
REMIC II Regular Interest M-4	M-4
REMIC II Regular Interest M-5	M-5
REMIC II Regular Interest B-1	B-1
REMIC II Regular Interest CE-2	CE-2

“Credit Enhancement Percentage”: For any Distribution Date is the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Subordinate Certificates (calculated after taking into account distribution of the Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on such Distribution Date and prior to taking into account distributions of Subordinate Acceleration Amounts to be paid on such Distribution Date) by (y) the aggregate principal balance of the Mortgage Loans calculated after taking into account distribution of principal on the Mortgage Loans and after reduction for Realized Losses incurred on the Mortgage Loans during the related Due Period.

“Credit Risk Management Agreements”: The agreement between (i) the Credit Risk Manager and Ocwen, (ii) the Credit Risk Manager and Wells Fargo and (iii) the Credit Risk Manager and the Master Servicer, each regarding the loss mitigation and advisory services to be provided by the Credit Risk Manager.

“Credit Risk Management Fee”: The amount payable to the Credit Risk Manager on each Distribution Date as compensation for all services rendered by it in the exercise and performance of any and all powers and duties of the Credit Risk Manager under the Credit Risk Management Agreements, which amount shall equal one twelfth of the product of (i) the Credit Risk Management Fee Rate multiplied by (ii) the Scheduled Principal Balance of the Mortgage Loans and any related REO Properties as of the first day of the related Due Period.

“Credit Risk Management Fee Rate”: 0.0200% per annum.

“Credit Risk Manager”: Risk Management Group, LLC, a New York limited liability company, and its successors and assigns.

“Custodial Account”: The separate account or accounts maintained by WAMU under the Servicing Agreement.

“Custodial Agreement”: Any of (i) the DBNT Custodial Agreement, (ii) the Wachovia Custodial Agreement or (iii) 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.

“Custodian”: Any of DBNT, Wachovia or Wells Fargo or any other custodian appointed under any custodial agreement entered into after the date of this Agreement.

“Cut-off Date”: With respect to each Ocwen Mortgage Loan and Wells Fargo Mortgage Loan, the close of business on October 31, 2005 and with respect to each WAMU Mortgage Loan, November 1, 2005. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

“DBNT”: Deutsche Bank National Trust Company, a national banking association, or its successor in interest.

“DBNT Custodial Agreement”: The Custodial Agreement, dated as of October 31, 2005, among the Trustee, DBNT, Wells Fargo and Ocwen, as may be amended from time to time.

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.

“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

“Definitive Certificates”: As defined in Section 6.01(b) of this Agreement.

“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

“Delinquency Percentage”: As of the last day of the related Due Period, the rolling six month average of a fraction, expressed as a percentage, the numerator of which is the aggregate Scheduled Principal Balance of all 60-day Delinquent Mortgage Loans, as of the close of business of the last day of the related Due Period, provided that in the case of (i) Mortgage Loans that are the subject of forebearance plans and (ii) Mortgage Loans with respect to which the related Mortgagor is the subject of bankruptcy proceedings, delinquency shall be deemed to mean delinquency of the Monthly Payment due under the related forebearance plan or bankruptcy plan, as applicable, and the denominator of which is the aggregate Scheduled Principal Balance of the Mortgage Loans and REO Properties as of the close of business of the last day of the related Due Period.

“Depositor”: ACE Securities Corp., a Delaware corporation, or its successor in interest.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

“Depository Institution”: Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations (or, in the case of a depository institution that is the principal subsidiary of a holding company, such holding company has unsecured commercial paper or other short-term unsecured debt obligations) that are rated at least A-1+ by S&P and F-1+ by Fitch (or, if such Rating Agencies are no longer rating the Offered Certificates, comparable ratings by any other nationally recognized statistical rating agency then rating the Offered Certificates).

“Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to (i) Ocwen and each Distribution Date, the 15 ^th day of the calendar month in which such Distribution Date occurs, or if such 15 ^th day is not a Business Day, the Business Day immediately preceding such 15 ^th day and (ii) Wells Fargo and each Distribution Date, the Business Day preceding the related Servicer Remittance Date. With WAMU, the date specified in the Servicing Agreement. The Determination Date for purposes of Article X hereof shall mean the 15 ^th day of the month or, if such 15 ^th day is not a Business Day, the first Business Day following such 15 ^th day.

“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by REMIC I other than through an Independent Contractor; provided, however, that the related Servicer, on behalf of the Trustee, shall not be considered to Directly Operate an REO Property solely because the related Servicer establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any

agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any Trust REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The separate trust account or accounts created and maintained by the Securities Administrator pursuant to Section 3.08(c) of this Agreement in the name of the Securities Administrator for the benefit of the Certificateholders and designated “Wells Fargo Bank, National Association, in trust for registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-SD3”. Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. The Distribution Account must be an Eligible Account.

“Distribution Date”: The 25 ^th day of any month, or if such 25 ^th day is not a Business Day, the Business Day immediately following such 25 ^th day, commencing in December 2005.

“Due Date”: With respect to each Distribution Date, the day of the month on which the Monthly Payment is due on a Mortgage Loan during the related Due Period, exclusive of any days of grace.

“Due Period”: With respect to (A) the first Distribution Date and (i) the Ocwen Mortgage Loans and the Wells Fargo Mortgage Loans, the period commencing on the first day of the month immediately preceding the month in which the related Distribution Date occurs and ending on the first day of the month in which the related Distribution Date occurs and (ii) the WAMU Mortgage Loans, the period commencing on the first day of the month immediately preceding the month in which the related Distribution Date occurs and ending on the last day of such month; provided, that for purposes of calculating remittances on the WAMU Mortgage Loans and WAMU’s obligation in respect of P&I Advances, such period shall be the period commencing on the first day of the month immediately preceding the month in which the related Distribution Date occurs and ending on the first day of the month in which the related Distribution Date occurs; and (B) any Distribution Date thereafter and (i) the Ocwen

Mortgage Loans and the Wells Fargo Mortgage Loans, the period commencing on the second day of the month immediately preceding the month in which the related Distribution Date occurs and ending on the first day of the month in which the related Distribution Date occurs and (ii) the WAMU Mortgage Loans, the calendar month immediately preceding the month in which the related Distribution Date occurs; provided, that for purposes of calculating remittances on the WAMU Mortgage Loans and WAMU’s obligation in respect of P&I Advances, such period shall be the period commencing on the first day of the month immediately preceding the month in which the related Distribution Date occurs and ending on the first day of the month in which the related Distribution Date occurs.

“Eligible Account”: Any of (i) an account or accounts maintained with a Depository Institution, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with a federal depository institution or state chartered depository institution acting in its fiduciary capacity. Eligible Accounts may bear interest.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time.

“Estate in Real Property”: A fee simple estate in a parcel of land.

“Excess Liquidation Proceeds”: To the extent that such amount is not required by law to be paid to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a liquidated Mortgage Loan exceed the sum of (i) the outstanding principal balance of such Mortgage Loan and accrued but unpaid interest at the related Net Mortgage Rate through the last day of the month in which the related Liquidation Event occurs, plus (ii) related liquidation expenses or other amounts to which the related Servicer is entitled to be reimbursed from Liquidation Proceeds with respect to such liquidated Mortgage Loan pursuant to Section 3.09 of this Agreement or pursuant to the Servicing Agreement.

“Excess Servicing Fee”: As defined in Section 5.01(f) of this Agreement.

“Exchange Act”: The Securities Exchange Act of 1934, as amended.

“Extraordinary Trust Fund Expense”: Any amounts payable or reimbursable to the Trustee, the Master Servicer, the Securities Administrator, the Custodians, the Credit Risk Manager or any director, officer, employee or agent of any such Person from the Trust Fund pursuant to the terms of this Agreement and any amounts payable from the Distribution Account in respect of taxes pursuant to Section 11.01(g)(v) of this Agreement or pursuant to the Servicing Agreement.

“Extra Principal Distribution Amount”: With respect to any Distribution Date, the lesser of (i) the Net Monthly Excess Cashflow for such Distribution Date and (ii) the Overcollateralization Increase Amount for such Distribution Date.

“Fannie Mae”: Fannie Mae, formerly known as the Federal National Mortgage Association, or any successor thereto.

“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.

“Final Maturity Date”: The Distribution Date occurring in August 2045.

“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller or the Terminator pursuant to or as contemplated by Section 2.03, Section 3.13(c) or Section 10.01 of this Agreement), a determination made by the related Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the related Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered, which determination shall be evidenced by a certificate of a Servicing Officer of the related Servicer delivered to the Master Servicer and maintained in its records.

“Fitch”: Fitch Ratings or any successor thereto.

“Foreclosure Restricted Mortgage Loans”: A Mortgage Loan that was 90 or more days delinquent as of the Closing Date and which was not current under a repayment plan and identified as such on the Mortgage Loan Schedule.

“Freddie Mac”: Freddie Mac, formerly known as the Federal Home Loan Mortgage Corporation, or any successor thereto.

“Gross Margin”: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the related Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Adjustable Rate Mortgage Loan.

“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Master Servicer, the Securities Administrator, the Servicers, the Seller and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor, the Master Servicer, the Securities Administrator, the Servicers, the Seller or any Affiliate thereof, and (c) is not connected with the Depositor, the Master Servicer, the Securities Administrator, the Servicers, the Seller or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor, the Master Servicer, the Securities Administrator, the Servicers, the Seller or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor, the Master Servicer, the Securities Administrator, the Servicers, the Seller or any Affiliate thereof, as the case may be.

“Independent Contractor”: Either (i) any Person (other than a Servicer) that would be an “independent contractor” with respect to REMIC I within the meaning of Section 856(d)(3) of the Code if REMIC I were a real estate investment trust (except

that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as REMIC I does not receive or derive any income from such Person and provided that the relationship between such Person and REMIC I is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including any Servicer) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

“Index”: As of any Adjustment Date, the index applicable to the determination of the Mortgage Rate on each Adjustable Rate Mortgage Loan will generally be (i) the average of the interbank offered rates for six-month United States dollar deposits in the London market as published in The Wall Street Journal and as most recently available either (a) as of the first Business Day 45 days prior to such Adjustment Date or (b) as of the first Business Day of the month preceding the month of such Adjustment Date, as specified in the related Mortgage Note, (ii) the average of the interbank offered rates for one-month United States dollar deposits in the London market as published in The Wall Street Journal and as most recently available either (i) as of the first business day 45 days prior to that Adjustment Date or (ii) as of the first business day of the month preceding the month of the Adjustment Date, as specified in the related mortgage note or (iii) the weekly average yield on United States Treasury Securities adjusted to a constant maturity of one year, as published in the Federal Reserve Statistical Release H.15 (519) as most recently announced as of a date 45 days prior to that Adjustment Date.

“Institutional Accredited Investor”: As defined in Section 6.01(c).

“Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy, covering a Mortgage Loan or the related Mortgaged Property, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor or a senior lienholder in accordance with Accepted Servicing Practices, subject to the terms and conditions of the related Mortgage Note and Mortgage.

“Interest Accrual Period”: With respect to any Distribution Date and the Class A, Mezzanine and Class B-1 Certificates, the period commencing on the Distribution Date of the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to any Distribution Date and the Class CE-1 Certificates and Class CE-2 Certificates and the REMIC I Regular Interests and the REMIC II Regular Interests, the one-month period ending on the last day of the calendar month immediately preceding the month in which such Distribution Date occurs.

“Interest Carry Forward Amount”: With respect to any Distribution Date and any Class A, Mezzanine or Class B-1 Certificate, the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount for such Class as of the immediately preceding Distribution Date exceeded (b) the actual amount distributed on such Class in respect of interest on such immediately preceding Distribution Date and (ii) the amount of any Interest Carry Forward Amount for such Class remaining unpaid from the previous Distribution Date, plus accrued interest on such sum calculated at the related Pass-Through Rate for the most recently ended Interest Accrual Period.

“Interest Determination Date”: With respect to the Class A Certificates, Mezzanine Certificates, Class B-1 Certificates, REMIC II Regular Interest A, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest B-1 and the REMIC I Regular Interests and any Interest Accrual Period therefor, the second London Business Day preceding the commencement of such Interest Accrual Period.

“Interest Distribution Amount”: With respect to any Distribution Date and any Class A Certificate, any Mezzanine Certificate, any Class B-1 Certificate, any Class CE-1 Certificate and any Class CE-2 Certificate, the aggregate Accrued Certificate Interest on the Certificates of such Class for such Distribution Date.

“Interest Remittance Amount”: With respect to any Distribution Date, the portion of the Available Distribution Amount for such Distribution Date that represents interest received or advanced on the Mortgage Loans (other than any Simple Interest Excess, if applicable, and net of the Administration Fees, Arrearages collected by the Servicers and any Prepayment Charges and after taking into account amounts payable or reimbursable to the Trustee, the Custodians, the Securities Administrator, the Master Servicer, the Credit Risk Manager or the Servicers pursuant to this Agreement, the Servicing Agreement or the Custodial Agreements, as applicable), plus any amounts withdrawn from the Simple Interest Excess Sub-Account.

“Last Scheduled Distribution Date”: The Distribution Date occurring in August 2045, which is the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date.

“Late Collections”: With respect to any Mortgage Loan and any Due Period, all amounts received subsequent to the Determination Date immediately following such Due Period with respect to such Mortgage Loan, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.

“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage Loan is removed

from REMIC I by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.13(c) or Section 10.01 of this Agreement. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property or (ii) such REO Property is removed from REMIC I by reason of its being purchased pursuant to Section 10.01 of this Agreement.

“Liquidation Proceeds”: The amount (other than Insurance Proceeds, amounts received in respect of the rental of any REO Property prior to REO Disposition, or required to be released to a Mortgagor or a senior lienholder in accordance with applicable law or the terms of the related Mortgage Loan Documents) received by the related Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation (other than amounts required to be released to the Mortgagor or a senior lienholder), (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise, (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.13(c), Section 3.21 or Section 10.01 of this Agreement or pursuant to the Servicing Agreement or (iv) any Subsequent Recoveries.

“Loan-to-Value Ratio”: As of any date of determination, the fraction, expressed as a percentage, the numerator of which is the principal balance of the related Mortgage Loan at such date and the denominator of which is the Value of the related Mortgaged Property.

“London Business Day”: Any day on which banks in the Cities of London and New York are open and conducting transactions in United States dollars.

“Loss Severity Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the amount of Realized Losses incurred on a Mortgage Loan and the denominator of which is the principal balance of such Mortgage Loan immediately prior to the liquidation of such Mortgage Loan.

“Marker Rate”: With respect to the Class CE-1 Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC II Remittance Rate for each of REMIC II Regular Interest A, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest B-1 and REMIC II Regular Interest ZZ, with the rate on each such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal to the lesser of (i) the related One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through Rate for the Corresponding Certificates for the purpose of this calculation for such Distribution Date and with the rate on REMIC II Regular Interest ZZ subject to a cap of zero for the purpose of this calculation; provided however, each such cap for each REMIC II Regular Interest shall be multiplied by a fraction the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 30.

“Master Servicer”: As of the Closing Date, Wells Fargo Bank, National Association and thereafter, its respective successors in interest who meet the qualifications of this Agreement. The Master Servicer and the Securities Administrator shall at all times be the same Person.

“Master Servicer Certification”: A written certification covering servicing of the Mortgage Loans by a Servicer and signed by an officer of the Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Master Servicer Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.

“Master Servicer Event of Default”: One or more of the events described in Section 8.01(b) of this Agreement.

“Master Servicer Fee Rate”: 0.0450% per annum.

“Master Servicing Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to one twelfth of the product of the Master Servicer Fee Rate multiplied by the Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the preceding calendar month.

“Maximum ZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance Rate applicable to REMIC II Regular Interest ZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC II Regular Interest ZZ minus the REMIC II Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular Interest A, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5 and REMIC II Regular Interest B-1 for such Distribution Date, with the rate on each such REMIC II Regular Interest subject to a cap equal to the lesser of (i) the related One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation for such Distribution Date; provided however, each such cap for each REMIC II Regular Interest shall be multiplied by a fraction the numerator of

which is the actual number of days in the related Interest Accrual Period and the denominator of which is 30.

“Maximum Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.

“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS® System”: The system of recording transfers of mortgages electronically maintained by MERS.

“Mezzanine Certificate”: Any Class M-1, Class M-2, Class M-3, Class M-4 or Class M-5 Certificate.

“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.

“Minimum Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

“MOM Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, a bankruptcy or a forebearance plan determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act or similar state laws; (b) without giving effect to any extension granted or agreed to by the related Servicer pursuant to Section 3.01 of this Agreement or pursuant to the Servicing Agreement; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first or second lien on, or first or second priority security interest in, a Mortgaged Property securing a Mortgage Note.

“Mortgage File”: The Mortgage Loan Documents pertaining to a particular Mortgage Loan.

“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee and the Mortgage Loan Documents for which have been delivered to the applicable Custodian pursuant to Section 2.01 of this Agreement and pursuant to the

related Custodial Agreement, as held from time to time as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Mortgage Loan Documents”: The documents evidencing or relating to each Mortgage Loan delivered to the applicable Custodian under the related Custodial Agreement on behalf of the Trustee.

“Mortgage Loan Purchase Agreement”: Shall mean the Mortgage Loan Purchase Agreement dated as of November 30, 2005, between the Depositor and the Seller.

“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I on such date, separately identifying the Mortgage Loans, attached hereto as Schedule 1. The Depositor shall deliver or cause the delivery of the initial Mortgage Loan Schedule to the related Servicer, the Master Servicer, the Custodians and the Trustee on the Closing Date. The Mortgage Loan Schedule shall set forth the following information with respect to each Mortgage Loan:

	(i)	the Mortgage Loan identifying number;
	(ii)	the Mortgagor’s first and last name;

(iii) the street address of the Mortgaged Property including the state and zip code;

(iv) a code indicating whether the Mortgaged Property is owner-occupied;

(v) the type of Residential Dwelling constituting the Mortgaged Property;

(vi)

the original months to maturity;

(vii) the original date of the Mortgage Loan and