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