Preview | Pooling and Servicing Agreement |

ACE SECURITIES CORP.

Depositor

OCWEN FEDERAL BANK FSB

Servicer

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2005

ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE3
Asset Backed Pass-Through Certificates

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

SECTION 1.01.	Defined Terms.
SECTION 1.02.	Allocation of Certain Interest Shortfalls.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.	Conveyance of the Mortgage Loans.
SECTION 2.02.	Acceptance of REMIC I by Trustee.
SECTION 2.03.	Repurchase or Substitution of Mortgage Loans.
SECTION 2.04.	Representations and Warranties of the Master Servicer.
SECTION 2.05.	Representations, Warranties and Covenants of the Servicer.
SECTION 2.06.	Issuance of the REMIC I Regular Interests and the Class R-I Interest.
SECTION 2.07.	Conveyance of the REMIC I Regular Interests and REMIC II Regular Interests; Acceptance of REMIC I and REMIC II by the Trustee.
SECTION 2.08.	Issuance of Residual Certificates.
SECTION 2.09.	Conveyance of Subsequent Mortgage Loans.
SECTION 2.10.	Establishment of the Trust.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

SECTION 3.01.	The Servicer to Act as Servicer.
SECTION 3.02.	Sub-Servicing Agreements Between the Servicer and Sub-Servicers.
SECTION 3.03.	Successor Sub-Servicers.
SECTION 3.04.	No Contractual Relationship Between Sub-Servicer, Trustee or the Certificateholders.
SECTION 3.05.	Assumption or Termination of Sub-Servicing Agreement by Successor Servicer.
SECTION 3.06.	Collection of Certain Mortgage Loan Payments.
SECTION 3.07.	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION 3.08.	Collection Account and Distribution Account.
SECTION 3.09.	Withdrawals from the Collection Account and Distribution Account.
SECTION 3.10.	Investment of Funds in the Investment Accounts.
SECTION 3.11.	Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary Mortgage Insurance.

SECTION 3.12.	Enforcement of Due-on-Sale Clauses; Assumption Agreements
SECTION 3.13.	Realization Upon Defaulted Mortgage Loans.
SECTION 3.14.	Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.15.	Servicing Compensation.
SECTION 3.16.	Collection Account Statements.
SECTION 3.17.	Statement as to Compliance.
SECTION 3.18.	Independent Public Accountants? Servicing Report.
SECTION 3.19.	Annual Certification.
SECTION 3.20.	Access to Certain Documentation.
SECTION 3.21.	Title, Management and Disposition of REO Property.
SECTION 3.22.	Obligations of the Servicer in Respect of Prepayment Interest Shortfalls; Relief Act Interest Shortfalls.
SECTION 3.23.	Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments.
SECTION 3.24.	Reserve Fund.
SECTION 3.25.	Advance Facility.
SECTION 3.26.	The Servicer Indemnification.
SECTION 3.27.	Pre-Funding Account.

ARTICLE IV

ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER

SECTION 4.01.	Master Servicer.
SECTION 4.02.	REMIC-Related Covenants.
SECTION 4.03.	Monitoring of Servicer.
SECTION 4.04.	Fidelity Bond.
SECTION 4.05.	Power to Act; Procedures.
SECTION 4.06.	Due-on-Sale Clauses; Assumption Agreements.
SECTION 4.07.	Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.

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