AMENDMENT NUMBER ONE to the POOLING AND SERVICING AGREEMENT Dated as of June 1, 2007 among ACE SECURITIES CORP. Depositor OCWEN LOAN SERVICING, LLC Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities Administrator and HSBC...
______________________________________
AMENDMENT
NUMBER ONE
to
the
Dated
as
of June 1, 2007
among
ACE
SECURITIES CORP.
Depositor
OCWEN
LOAN SERVICING, LLC
Servicer
▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION
Master
Servicer and Securities Administrator
and
HSBC
BANK
USA, NATIONAL ASSOCIATION
Trustee
______________________________________
ASSET
BACKED PASS-THROUGH CERTIFICATES
______________________________________
THIS
AMENDMENT NUMBER ONE, dated as of August 20, 2007 (this “Amendment Number One”),
to the Pooling and Servicing Agreement, dated as of June 1, 2007 (the “Pooling
and Servicing Agreement”), among ACE SECURITIES CORP., as depositor (the
“Depositor”), OCWEN LOAN SERVICING, LLC, as servicer (the “Servicer”), ▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”) and
securities administrator (the “Securities Administrator”) and HSBC BANK USA,
NATIONAL ASSOCIATION (the “Trustee”).
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 Number One; and
WHEREAS,
Section 12.01 of the Pooling and Servicing Agreement provides that the Pooling
and Servicing Agreement may be amended from time to time by the Depositor,
the
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.
NOW,
THEREFORE, the parties hereto agree as follows:
1
SECTION
1. Defined
Terms.
For
purposes of this Amendment Number One, unless the context clearly requires
otherwise, all capitalized terms which are used but not otherwise defined herein
shall have the respective meanings assigned to such terms in the Pooling and
Servicing Agreement.
SECTION
2. The
Amendments.
2.1 Section
1.01 is hereby amended by adding the following definition:
“Minimum
Servicing Requirements”:
With
respect to a special servicer appointed pursuant to Section 7.11
hereunder:
(i) the
proposed special servicer is (1) an affiliate of the Master Servicer that
services mortgage loans similar to the Mortgage Loans in the jurisdictions
in
which the related Mortgaged Properties are located or (2) the proposed special
servicer has a rating of at least “Above Average” by S&P and either a rating
of at least “RSS2” by Fitch or a rating of at least “SQ2” by ▇▇▇▇▇’▇;
and
(ii) the
proposed special servicer has a net worth of at least $25,000,000.
2.2 Article
VII is hereby amended by adding the following Section 7.11 directly following
Section 7.10 thereof:
SECTION
7.11. Transfer
of Servicing by Sponsor to a Special Servicer.
With
respect to any Mortgage Loan serviced by the Servicer which becomes sixty (60)
or more days delinquent after the Closing Date, the Sponsor may, at its option,
transfer the servicing responsibilities of the Servicer hereunder with respect
to such Mortgage Loan. No such servicing transfer shall become effective unless
and until a successor to the Servicer shall have been appointed to service
and
administer the related Mortgage Loans pursuant to a special servicing agreement
acceptable to the Depositor, the Master Servicer, the NIMS Insurer and the
Trustee. No appointment shall be effective unless (i) such special servicer
meets the Minimum Servicing Requirements and (ii) all amounts reimbursable
to
the Servicer pursuant to the terms of this Agreement shall have been paid to
the
Servicer by the special servicer including without limitation, all ▇▇▇▇▇▇▇▇▇▇▇▇
▇&▇ Advances and Servicing Advances made by the Servicer relating to such
Mortgage Loan and all out-of-pocket expenses of the Servicer incurred in
connection with the transfer of servicing to such special servicer, all accrued
and unpaid Servicing Fees relating to such Mortgage Loan and reimbursement
of
the applicable portion of the purchase price paid by the Servicer for the
servicing rights relating to such Mortgage Loans as set forth in a separate
letter agreement with the Sponsor or an affiliate. The Sponsor shall provide
a
copy of the agreement executed by the special servicer to the Trustee and the
Master Servicer. If the proposed special servicer does not meet the Minimum
Servicing Requirements, the Sponsor shall be required to obtain written
confirmation from the Rating Agencies that such appointment will not result
in a
downgrade, qualification or withdrawal of the then current rating of the Offered
Certificates. The Sponsor shall notify the Credit Risk Manager of any transfer
of servicing pursuant to this Section 7.11.
2
SECTION
3. Conditions
Precedent.
The
following conditions precedent to the effectiveness of this Amendment have
been
fulfilled:
3.1 Pursuant
to Section 12.01 of the Pooling and Servicing Agreement, the Trustee has
received a letter from each Rating Agency stating that this Amendment Number
One
will not result in the downgrading or withdrawal of the respective ratings
currently assigned to the Certificates
3.2 The
Trustee has received an Opinion of Counsel as required by Section 12.01 of
the
Pooling and Servicing Agreement stating that this Amendment Number One is
permitted under the Pooling and Servicing Agreement, that all conditions
precedent to the execution of this Amendment Number One by the Trustee have
been
satisfied and that this Amendment Number One will not result in the imposition
of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any
Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
are
outstanding and that this Amendment Number One is authorized or permitted by
the
Pooling and Servicing Agreement.
SECTION
4. Effect
of Amendment.
Upon
execution of this Amendment Number One, 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 Number One 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 Number
One, 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
5. Binding
Effect.
The
provisions of this Amendment Number One 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.
3
SECTION
6. Governing
Law.
This
Amendment Number One 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 which shall govern)
and the obligations, rights and remedies of the parties hereto shall be
determined in accordance with such laws.
SECTION
7. Severability
of Provisions.
If
any
one or more of the provisions or terms of this Amendment Number One 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 Number
One and shall in no way affect the validity or enforceability of the other
provisions or terms of this Amendment Number One.
SECTION
8. Section
Headings.
The
section headings herein are for convenience of reference only, and shall not
limit or otherwise affect the meaning hereof.
SECTION
9. Counterparts.
This
Amendment Number One 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]
4
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/
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
Vice President
By:
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Vice President
OCWEN
LOAN SERVICING, LLC
as
Servicer
By:
/s/
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Authorized Representative
▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION,
as
Master
Servicer and Securities Administrator
By:
/s/
▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Title:
Vice President
HSBC
BANK
USA, NATIONAL ASSOCIATION,
as
Trustee
By:
/s/ ▇▇▇▇▇ ▇▇▇
Name:
▇▇▇▇▇ ▇▇▇
Title:
Vice President