Unassociated Document


    ______________________________________

    


    AMENDMENT
      NO. 1

    Dated
      as
      of June 1, 2006

    to

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of August 1, 2005

    among

    ACE
      SECURITIES CORP.,

    Depositor

    WELLS
      FARGO BANK, N.A.

    Master
      Servicer and Securities Administrator

    GMAC
      MORTGAGE CORPORATION

    a
      Servicer

    OCWEN
      LOAN SERVICING, LLC

    a
      Servicer

    and
      

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

    ______________________________________

    


    ACE
      Securities Corp. Home Equity Loan Trust, Series 2005-SL1

    Asset
      Backed Pass-Through Certificates 

    ______________________________________

    


    THIS
      AMENDMENT NO. 1, dated as of June 1, 2006 (this “Amendment”), to the pooling and
      servicing agreement, dated as of August 1, 2005 (“Pooling and Servicing
      Agreement”), among ACE SECURITIES CORP., as depositor (the “Depositor”), WELLS
      FARGO BANK, N.A., as master servicer and securities administrator (“Wells
      Fargo”), GMAC MORTGAGE CORPORATION, as a servicer (“GMAC”), OCWEN LOAN
      SERVICING, LLC, as a servicer (“Ocwen”) and HSBC BANK USA, NATIONAL ASSOCIATION,
      as trustee (the “Trustee”).

    


    W
      I T N E
      S S E T H

    


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

    


    WHEREAS,
      the Depositor, Wells Fargo, GMAC, Ocwen 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)(5)(vii) of the Pooling and Servicing Agreement is hereby deleted in
      its
      entirety and replaced with the following:

    


    “(vii)
      reserved;”

    


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

    


    “(h) On
      each
      Distribution Date, (A) for so long as Ocwen is the Servicer of the Ocwen
      Mortgage Loans, the Securities Administrator shall distribute to the Holders
      of
      the Class CE-2 Certificates, with respect to each Ocwen Mortgage Loan,
      one-twelfth of the product of (i) the excess of the Servicing Fee Rate over
      the
      Ocwen Servicing Fee Rate, if any, multiplied by (ii) the Scheduled Principal
      Balance of each Ocwen Mortgage Loan as of the Due Date in the preceding calendar
      month, and (B) for so long as GMAC is the Servicer of the GMAC Mortgage Loans,
      the Securities Administrator shall distribute to the Holders of the Class CE-2
      Certificates, with respect to each GMAC Mortgage Loan, one-twelfth of the
      product of (x) the excess of the Servicing Fee Rate over the GMAC Servicing
      Fee
      Rate multiplied by (y) the Scheduled Principal Balance of each GMAC Mortgage
      Loan as of the Due Date in the preceding calendar month. The amount
      distributable to the Holders of the Class CE-2 Certificates pursuant to this
      paragraph is referred to herein as 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, GMAC, Ocwen, 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, GMAC, Ocwen, 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.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Depositor, GMAC, Ocwen, 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/
      Evelyn Echevarria

                    Name:
      Evelyn
      Echevarria

                    Title:
      Vice-President

    


                    By:
      /s/
      Patricia C. Harris

                    Name:
      Patricia C.
      Harris

                    Title:
      Vice-President

    


    


                    GMAC
      MORTGAGE
      CORPORATION

                    as
      a
      Servicer

    


                    By:
      /s/
      Wesley B. Howland

                    Name:
      Wesley B.
      Howland

                    Title:
      Vice-President

    


    


                    OCWEN
      LOAN SERVICING,
      LLC,

                    as
      a
      Servicer

    


    


                    By:
      /s/
      Richard Delgado

                    Name:
      Richard
      Delgado

                    Title:
      Authorized
      Representative

    


    


                    WELLS
      FARGO BANK,
      N.A.,

                    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