AMENDMENT NUMBER ONE
to the
POOLING AND SERVICING AGREEMENT
SACO I Trust 2005-5
Mortgage Pass-Through Certificates, Series
2005-5,
Dated as of July 1, 2005
among
BEAR STEARNS ASSET BACKED SECURITIES I
LLC,
Depositor
EMC MORTGAGE CORPORATION,
Seller and Company,
LASALLE BANK NATIONAL ASSOCIATION,
Master Servicer and Securities
Administrator,
and
CITIBANK, N.A.,
Trustee
This AMENDMENT NUMBER ONE is made
and entered into this 15 th day of December, 2005, by
and among BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware
limited liability company, as depositor (the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware
corporation, as seller (in such capacity, the “Seller”)
and as company (in such capacity, the “Company”),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association,
as master servicer (in such capacity, the “Master
Servicer”) and as securities administrator (in such capacity,
the “Securities Administrator”) and CITIBANK, N.A., a
national banking association, not in its individual capacity but
solely as trustee (the “Trustee”), in connection with
the Pooling and Servicing Agreement, dated as of July 1, 2005,
among the above mentioned parties (the “Agreement”),
and the issuance of SACO I Trust 2005-5 Mortgage Pass-Through
Certificates, Series 2005-5. This amendment is made pursuant to
Section 12.01 of the Agreement.
1. Capitalized
terms used herein and not defined herein shall have the meanings
assigned to such terms in the Agreement.
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2.
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Section 11.01(a) of the Agreement is
hereby amended effective as of the date hereof by adding the
following third paragraph:
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“No later than two (2)
Business Days following the purchase by the Majority Class I-C
Certificateholder of all of the Group I Loans (and REO Properties)
as described above, the Majority Class I-C Certificateholder shall
solicit, or cause to be solicited, good faith bids for the Group I
Loans (and REO Properties) from at least three institutions that
are regular purchasers and/or sellers in the secondary market of
residential whole mortgage loans similar to the Group I Loans
(“Auction Participants”). Each Minority Class I-C
Certificateholder shall have the right to designate a third party
entity of its choosing to participate in the auction as an Auction
Participant. This entity (i) shall act independently from any such
Minority Class I-C Certificateholder in all respects, (ii) shall
make, in its sole discretion, any and all decisions with respect to
its participation in the auction, and, if applicable, the ownership
of the Group I Loans, and (iii) shall not be an agent of any such
Minority Class I-C Certificateholder under any circumstances. If
the Majority Class I-C Certificateholder receives at least one bid
for the Group I Loans (and REO Properties) that is greater than the
Mortgage Loan Purchase Price, the Majority Class I-C
Certificateholder must sell the Group I Loans (and REO Properties)
to the related bidder (the “Auction Purchaser”) at such
price offered by such Auction Purchaser (the “Auction
Purchase Price”); provided, however , prior to
acceptance of any offer from an Auction Purchaser, the Majority
Class I-C Certificateholder shall give each Minority Class I-C
Certificateholder or its designee, with respect to such offer,
written notice thereof and each Minority Class I-C
Certificateholder or its designee shall have the option for a
period of five (5) Business Days after receipt of such notice to
purchase the Group I Loans (and REO Properties) at the Auction
Purchase Price (the “Last Look Option”). Should more
than one Minority Class I-C Certificateholder, or its designee,
choose to exercise the Last Look Option, the Minority Class I-C
Certificateholder, or its designee, offering the highest purchase
price shall be awarded the Group I Loans (and REO Properties). If
none of the Minority Class I-C Certifiteholders who choose to
exercise the Last Look Option, or their designees, should choose to
raise their purchase price above the Auction Purchase Price, then
the Group I Loans (and REO Properties) shall be awarded to the
Minority Class I-C Certificateholder, or its designee, that has
held an interest in the Class I-C Certificate the longest. An
amount equal to the difference between (a) the Auction Purchase
Price obtained either by the exercise of the Last Look Option, or,
in the event that th
