______________________________________ AMENDMENT NO. 1 Dated as of June 30, 2006 to POOLING AND SERVICING AGREEMENT Dated as of April 1, 2006 among ACE SECURITIES CORP., Depositor OCWEN LOAN SERVICING, LLC Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION Trustee ______________________________________ ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-HE2 ASSET BACKED PASS-THROUGH CERTIFICATES ______________________________________

Contract Categories: Business Finance - Loan Agreements
EX-4.2 2 d522162.htm AMEND NO 1 TO THE POOLING AND SERVICING AGREEMENT Unassociated Document
 
______________________________________

AMENDMENT NO. 1
Dated as of June 30, 2006
to
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2006
among
ACE SECURITIES CORP.,
Depositor
OCWEN LOAN SERVICING, LLC
Servicer
WELLS FARGO BANK, NATIONAL ASSOCIATION
Master Servicer and Securities Administrator
and
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
______________________________________

ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-HE2
 
ASSET BACKED PASS-THROUGH CERTIFICATES
______________________________________

THIS AMENDMENT NO. 1, dated as of June 30, 2006 (this “Amendment”), to the Pooling and Servicing Agreement, dated as of April 1, 2006, among ACE SECURITIES CORP., as depositor (the “Depositor”), OCWEN LOAN SERVICING, LLC, as servicer (the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”) and HSBC BANK USA, NATIONAL ASSOCIATION (the “Trustee”) (the “Pooling and Servicing Agreement”).
 

W I T N E S S E T H

WHEREAS, the Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee entered into the Pooling and Servicing Agreement;
 
WHEREAS, the Depositor desires to amend certain provisions of the Pooling and Servicing Agreement as set forth in this Amendment;
 
WHEREAS, Section 12.01 of the Pooling and Servicing Agreement provides that the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee, without the consent of any of the Certificateholders, to supplement any provision contained therein upon the satisfaction of certain conditions set forth therein; and
 
WHEREAS, Section 12.01 of the Pooling and Servicing Agreement provides that the Pooling and Servicing Agreement may be amended from time to time with the consent of the Swap Provider.
 
NOW, THEREFORE, the parties hereto agree as follows:
 
SECTION 1. Defined Terms.

For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.
 
SECTION 2. The Amendments.

1. Section 1.01 of the Pooling and Servicing Agreement is hereby amended by deleting the table in the definition of “Swap Notional Amount” in its entirety and replacing such table with the following:

From and including:
To but excluding:
Swap Notional
Amount ($):
4/28/2006
5/25/2006
939,558,075.00
5/25/2006
6/25/2006
925,238,275.00
6/25/2006
7/25/2006
908,157,620.00
7/25/2006
8/25/2006
888,621,269.00
8/25/2006
9/25/2006
866,697,810.00
9/25/2006
10/25/2006
842,476,415.00
10/25/2006
11/25/2006
816,067,412.00
11/25/2006
12/25/2006
787,610,130.00
12/25/2006
1/25/2007
757,326,672.00
1/25/2007
2/25/2007
725,933,462.00
2/25/2007
3/25/2007
695,628,424.00
3/25/2007
4/25/2007
666,576,299.00
4/25/2007
5/25/2007
638,739,830.00
5/25/2007
6/25/2007
612,068,058.00
6/25/2007
7/25/2007
586,512,162.00
7/25/2007
8/25/2007
562,025,372.00
8/25/2007
9/25/2007
538,562,881.00
9/25/2007
10/25/2007
516,069,751.00
10/25/2007
11/25/2007
494,357,743.00
11/25/2007
12/25/2007
472,551,810.00
12/25/2007
1/25/2008
443,918,679.00
1/25/2008
2/25/2008
379,337,554.00
2/25/2008
3/25/2008
322,198,314.00
3/25/2008
4/25/2008
274,897,678.00
4/25/2008
5/25/2008
239,053,129.00
5/25/2008
6/25/2008
226,086,095.00
6/25/2008
7/25/2008
215,615,733.00
7/25/2008
8/25/2008
205,783,181.00
8/25/2008
9/25/2008
196,409,297.00
9/25/2008
10/25/2008
187,469,118.00
10/25/2008
11/25/2008
178,942,017.00
11/25/2008
12/25/2008
170,808,622.00
12/25/2008
1/25/2009
163,050,658.00
1/25/2009
2/25/2009
155,651,155.00
2/25/2009
3/25/2009
148,595,950.00
3/25/2009
4/25/2009
141,866,050.00
4/25/2009
5/25/2009
135,445,729.00
5/25/2009
6/25/2009
129,320,568.00
6/25/2009
7/25/2009
123,476,820.00
7/25/2009
8/25/2009
117,901,541.00
8/25/2009
9/25/2009
112,582,799.00
9/25/2009
10/25/2009
107,508,003.00
10/25/2009
11/25/2009
102,665,697.00
11/25/2009
12/25/2009
  98,045,081.00
12/25/2009
1/25/2010
  93,635,863.00


SECTION 3. Effect of Amendment.

Upon execution of this Amendment, the Pooling and Servicing Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be deemed to be part of the terms and conditions of the Pooling and Servicing Agreement for any and all purposes. Except as modified and expressly amended by this Amendment, the Pooling and Servicing Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
 
SECTION 4. Binding Effect.

The provisions of this Amendment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee.
 
SECTION 5. Governing Law.

This Amendment shall be construed in accordance with the substantive laws of the State of New York (without regard to conflict of law principles other than Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such laws.
 
SECTION 6. Severability of Provisions.

If any one or more of the provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such provisions or terms shall be deemed severable from the remaining provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions or terms of this Amendment.
 
SECTION 7. Section Headings.

The section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
 
SECTION 8. Counterparts.

This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
 

[signature pages follow]

 
 
 

IN WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

ACE SECURITIES CORP.,
as Depositor


By: /s/ Evelyn Echevarria    
Name: Evelyn Echevarria
Title: Vice President

By: /s/ Doris J. Hearn     
Name: Doris J. Hearn
Title: Vice President


OCWEN LOAN SERVICING, LLC,
as Servicer

By: /s/ Richard Delgado    
Name: Richard Delgado
Title: Authorized Representative


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer and Securities Administrator

By: /s/ Kristen Ann Cronin    
Name: Kristen Ann Cronin
Title: Vice President


HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee

By: /s/ Elena Zheng     
Name: Elena Zheng
Title: Assistant Vice President

 
 
 


Consented to by:

DEUTSCHE BANK AG NEW YORK BRANCH,
as Swap Provider

By: /s/ Steven Kessler     
Name: Steven Kessler
Title: Director

By: /s/ Kathleen Yohe     
Name: Kathleen Yohe
Title: Vice President