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AMENDMENT NUMBER 1 TO THE POOLING AND SERVICING AGREEMENT
Amendment Number
1, dated as of November 7, 2005 (this "Amendment") to the
Pooling and Servicing Agreement, dated as
of September 1, 2005 (the
"Agreement"), by and among MERRILL LYNCH
MORTGAGE INVESTORS, INC., a Delaware
corporation, as depositor (the
"Depositor"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as servicer (the
"Servicer"), and JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a national banking
association, as trustee (the
"Trustee"), relating to the Specialty
Underwriting and Residential Finance Trust
Mortgage Loan Asset-Backed Certificates,
Series 2005-BC3.
WHEREAS, Section
10.01(i) of the Agreement provides that the Agreement may
be amended from time to time without the
consent of the Certificateholders to
cure any ambiguity or correct any mistake;
and
WHEREAS, in
accordance therewith, by the execution and delivery of this
Amendment, the parties hereby amend the
Agreement to the extent and on the terms
set forth in this Amendment.
NOW, THEREFORE,
in consideration of the mutual agreements herein contained,
each party hereto agrees as follows for the
benefit of the other parties and for
the benefit of the Certificateholders:
ARTICLE I
Cross Reference to Definitions in the Agreement
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SECTION 1.01.
Capitalized terms used in this Amendment and not defined
herein or amended by the terms of this
Amendment shall have the meanings
assigned to such terms in the
Agreement.
ARTICLE II
Effectiveness
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SECTION 2.01.
Section 10.01(i) of the Agreement provides that the Agreement
may be amended from time to time by the
Depositor, the Servicer and the Trustee,
without the consent of any of the
Certificateholders, to cure any ambiguity or
correct any mistake.
SECTION 2.02. By
their execution of this Amendment, the Depositor, the
Servicer and the Trustee evidence their
desire and intent to make the amendments
to the Agreement set forth below in order
to correct mistakes in Article I of
the Agreement.
ARTICLE III
Amendments to the Agreement
---------------------------
SECTION 3.01.
The following definitions set forth in Article I of the
Agreement are hereby deleted and replaced
in their entirety with the following:
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(i) Class
B-1 Margin: As of any Distribution Date up to and
including the
Auction Termination Date for the Certificates, 1.800% per
annum and, as of
any Distribution Date after the Auction Termination Date,
2.700% per
annum.
(ii) Class B-1
Pass-Through Rate: For the first Distribution Date,
5.640% per
annum. As of any Dis
