Unassociated Document


    ______________________________________

    


    AMENDMENT
      NO. 2

    Dated
      as
      of June 1, 2006

    to

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of October 1, 2004

    among

    ACE
      SECURITIES CORP.,

    Depositor

    WELLS
      FARGO BANK, N.A.

    Master
      Servicer, Servicer and Securities Administrator

    and
      

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

    ______________________________________

    


    ACE
      Securities Corp. Home Equity Loan Trust, Series 2004-HE3

    Asset
      Backed Pass-Through Certificates 

    ______________________________________

    


    THIS
      AMENDMENT NO. 2, dated as of June 1, 2006 (this “Amendment”), to the pooling and
      servicing agreement, dated as of October 1, 2004 (“Pooling and Servicing
      Agreement”), among ACE SECURITIES CORP., as depositor (the “Depositor”), WELLS
      FARGO BANK, N.A., as master servicer, securities administrator and servicer
      (“Wells Fargo”) and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the
“Trustee”), as amended.

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the Depositor, Wells Fargo and the Trustee entered into the Pooling and
      Servicing Agreement;

    


    WHEREAS,
      the Depositor, Wells Fargo and the Trustee desire to amend certain provisions
      of
      the Pooling and Servicing Agreement to cure certain ambiguities, to correct
      an
      error and to supplement the provisions contained therein; 

    


    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 parties thereto,
      without the consent of any of the Certificateholders, to cure any ambiguity
      or
      defect or to correct, modify or supplement any provisions contained therein
      upon
      the satisfaction of certain conditions set forth therein;

    


    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.

    


    (a) Section
      3.09(b) of the Pooling and Servicing Agreement is hereby amended as follows:
      the
      word “and” at the end of clause (vii) is deleted, clause (viii) is renumbered as
      clause (ix) and the following is added as clause (viii):

    


    “(viii) to
      pay
      the Excess Servicing Fee, if any, to the Class CE-2 Certificateholder pursuant
      to Section 5.01(h) of this Agreement; and”

    


    (b) Section
      5.01(a)(7)(ix) of the Pooling and Servicing Agreement is hereby deleted in
      its
      entirety and replaced with the following:

    


    “(ix)
      reserved;”

    


    (c)
       Section
      5.01 is hereby amended by adding the following subsection to the end of such
      Section:

    


    “(h)
      On
      each Distribution Date, for so long as Wells Fargo is the Servicer of the
      Mortgage Loans, the Servicing Fee payable to Wells Fargo shall be calculated
      using a Servicing Fee Rate equal to 0.18%, and the Securities Administrator
      shall distribute to the Holders of the Class CE-2 Certificates, one-twelfth
      of
      the product of (i) the excess of the Servicing Fee Rate over 0.18%, multiplied
      by (ii) the Scheduled Principal Balance of each Mortgage Loan as of the Due
      Date
      in the preceding calendar month (the “Excess Servicing Fee”).”

    


    SECTION
      2. 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, Wells Fargo 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
      3. 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, Wells Fargo and the
      Trustee.

    


    SECTION
      4. 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
      Sections 5-1401 and 5-1402 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
      5. 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
      6. Section
      Headings.

    


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

    


    SECTION
      7. 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, Wells Fargo 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/
                Doris J. Hearn

            
	
              Name:

            	
              Doris
                J. Hearn

            
	
              Title:

            	
              Vice-President

            
	 	 
	
              By:

            	
              /s/
                Patricia C. Harris

            
	
              Name:

            	
              Patricia
                C. Harris

            
	
              Title:

            	
              Vice-President

            
	 
	 
	
              WELLS
                FARGO BANK, N.A.,

              as
                Master Servicer and Securities Administrator 

            
	 	 
	
              By:

            	
              /s/
                Kristen Ann Cronin

            
	
              Name:

            	
              Kristen
                Ann Cronin

            
	
              Title:

            	
              Vice-President

            
	 
	 
	
              WELLS
                FARGO BANK, N.A.

              as
                Servicer

            
	 	 
	
              By:

            	
              /s/
                Laurie McGoogan

            
	
              Name:

            	
              Laurie
                McGoogan

            
	
              Title:

            	
              Vice-President

            
	 
	 
	
              HSBC
                BANK USA, NATIONAL ASSOCIATION 

              as
                Trustee 

            
	 	 
	
              By:

            	
              /s/
                Elena Zheng

            
	
              Name:

            	
              Elena
                Zheng

            
	
              Title:

            	
              Assistant
                Vice-President