Preview | Assignment, Assumption and Recognition Agreement |

This Assignment, Assumption and Recognition Agreement (the AAR Agreement) is made and entered into as of February 28, 2006 (the Closing Date), among DB Structured Products, Inc., having an address at 60 Wall Street, New York, New York 10005 (the Assignor), ACE Securities Corp., having an address at 6526 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211 (the Assignee), and GreenPoint Mortgage Funding, Inc., having an address at 100 Wood Hollow Drive, Novato, California 94945 (the Company or the Servicer).

In consideration of the mutual promises contained herein, the parties hereto agree that the residential mortgage loans listed on Attachment 1 annexed hereto (the Assigned Loans), which are now serviced by the Company on behalf of the Assignor and its successors and assigns pursuant to the Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2005, between the Assignor and the Company as amended by Amendment Number One, dated as of April 8, 2005, Amendment Number Two, dated as of June 30, 2005 and Amendment Number Three, dated as of October 7, 2005 (the Servicing Agreement), shall, from the Closing Date until April 1, 2006 (the Servicing Transfer Date), be serviced by the Company in accordance with the provisions of the Servicing Agreement, as modified by this AAR Agreement. The Assigned Loans will be sold by the Assignor to the Asignee pursuant to the Mortgage Loan Purchase Agreement, dated as of February 28, 2006 (the MLPA), between the Assignor and the Assignee and subject to the terms of this AAR Agreement. The Assignee intends to transfer all right, title and interest in and to the Assigned Loans to HSBC Bank USA, National Association, as trustee (the Trustee) for the holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1 Asset Backed Pass-Through Certificates (the Certificateholders) pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2006 (the Pooling and Servicing Agreement) among the Assignee, as depositor, the Trustee, Ocwen Loan Servicing, LLC as a servicer, Wells Fargo Bank, N.A. as a servicer (Wells Fargo) and Wells Fargo Bank, N.A., as master servicer (the Master Servicer) and securities administrator. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.

Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in, to and under the Servicing Agreement as it relates to the Assigned Loans. Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under the Servicing Agreement, as it relates to loans other than the Assigned Loans set forth on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under Subsections 7.04 and 7.05 of the Servicing Agreement, the representations and warranties contained in Subsections 7.01 and 7.02 of the Servicing Agreement or the right to enforce the representations and warranties set forth in Section 7 of the Servicing Agreement against the Company, including, without limitation, the rights set forth in Subsections 7.03 of the Servicing Agreement.

(b)

Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee under the MLPA, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignors interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(d)

Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignors business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignors certificate of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; and

(e)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the 1933 Act) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

(b)

Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignees business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignees certificate of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)

Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Companys business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Companys certificate of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(e)

From the Closing Date to the Servicing Transfer Date, the Company shall service the Assigned Loans in accordance with the terms and provisions of the Servicing Agreement, as modified by this AAR Agreement, and the Company shall establish a Custodial Account and an Escrow Account under the Servicing Agreement with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of Assignor, and shall remit collections received on the Assigned Loans to such accounts. The Custodial Account and Escrow Account shall be entitled GreenPoint Mortgage Funding, Inc., as servicer in trust for ACE Securities Corp., Home Equity Loan Trust, Series 2006-HE1.

Pursuant to Section 12(3) of the Servicing Agreement, the Company hereby restates to the Assignor the representations and warranties set forth in Subsections 7.01 and 7.02 of the Servicing Agreement as of the Closing Date, as if such representations and warranties were set forth herein in full. In the event of a breach of any such representations and warranties as of the Closing Date, the Assignor shall be entitled to all the remedies under the Servicing Agreement.

Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master servicer for the Assigned Loans pursuant to the Pooling and Servicing Agreement. Company shall deliver any reports required to be delivered under the Servicing Agreement to: Wells Fargo Bank, National Association, 9062 Old Annapolis Road, Columbia, MD 21045, Attention: ACE 2006-HE1, Telecopier No.: (410) 715-2380. Company shall deliver to the Master Servicer any reports required to be delivered under the Servicing Agreement or otherwise necessary to fulfill its servicing obligations.

Notwithstanding anything to the contrary contained in the terms and provisions of the Servicing Agreement, the parties hereto acknowledge and agree that the Assigned Loans were sold by the Company to the Assignor on a servicing released basis. Furthermore, the Company acknowledges and agrees that (a) it did not retain the servicing rights with respect to the Assigned Loans and (b) the servicing of the Assigned Loans will transfer to Wells Fargo on the Servicing Transfer Date.

From and after the Closing Date, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans from the Closing Date until the Servicing Transfer Date in accordance with the Servicing Agreement, as modified by this AAR Agreement, but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of the Trustee and the Master Servicer. Company hereby acknowledges that pursuant to the Pooling and Servicing Agreement, the Assignee will assign all of its rights under this AAR Agreement to the Trustee for the benefit of the Certificateholders.

In addition, Company hereby acknowledges that from and after the Closing Date, the Assigned Loans will be subject to the terms and conditions of the Pooling and Servicing Agreement pursuant to which the Master Servicer is required to monitor the performance by Company of its servicing obligations under the Servicing Agreement, as modified by this AAR Agreement, and has the right to enforce the obligations of Company under the Servicing Agreement, as modified by this AAR Agreement, with respect to the Assigned Loans. Such right will include, without limitation, the right to terminate Company under the Servicing Agreement as provided therein, the right to receive all remittances required to be made by Company with respect to the Assigned Loans under the Servicing Agreement for the Distribution Date occurring in March 2006, the right to receive all monthly reports and other data required to be delivered by Company under the Servicing Agreement, the right to examine the books and records of Company, the right to indemnification, and the right to exercise certain rights of consent and approval relating to actions taken by Company. Company further acknowledges and agrees that, to the extent Company receives (i) any Principal Prepayments or unscheduled collections on the Assigned Loans following the Prepayment Period relating to the April Distribution Date or (ii) any Monthly Payments following the Due Period relating to the April Distribution Date, Wells Fargo shall be entitled to receive any such amounts and Company shall remit such amounts to Wells Fargo in accordance with the wire transfer instructions set forth below. In connection therewith Company hereby agrees to make all remittances required to be remitted to the Master Servicer with respect to the Assigned Loans in accordance with the following wire transfer instructions:

Nonrecoverable Monthly Advance: Any Monthly Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Seller, will not, or, in the case of a proposed Monthly Advance or Servicing Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. 229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Subservicer: Any Person that services Mortgage Loans on behalf of the Seller or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Seller under this Agreement or any applicable Reconstitution Agreement related thereto that are identified in Item 1122(d) of Regulation AB.