AMENDMENT NO. 1 TO POOLING AND
SERVICING AGREEMENT
THIS AMENDMENT NO. 1, dated as of May 1,
2006 (this “Amendment”), to the Pooling and Servicing
Agreement, dated as of May 1, 2006 (the “Agreement”),
among Bear Stearns Asset Backed Securities I LLC, as Depositor,
Wells Fargo Bank, N.A. (“Wells Fargo”), as Securities
Administrator and Master Servicer, SunTrust Mortgage, Inc., as
Sponsor, Seller, and Servicer, and HSBC Bank USA, National
Association, as Trustee.
RECITALS
WHEREAS, Section 12.01 of the Agreement
allows the parties to amend the Agreement from time to time without
consent of any of the Certificateholders, subject to the
satisfaction of certain conditions precedent as described
therein;
WHEREAS, the parties desire to amend the
Agreement as set forth herein;
NOW, THEREFORE, the parties agree as
follows:
1.
Definitions . Capitalized terms used herein and not
otherwise defined herein have the meanings assigned in the
Agreement.
2.
Amendment to Agreement
. Section 1.01 of the Agreement is
hereby amended as follows:
(a)
The definition of “ Excess
Servicing Fee Rate ” is deleted in its entirety and
replaced with the following:
Excess Servicing Fee Rate
: 0.00% per annum.
(b)
The definition of “ Minimum
Servicing Fee Rate ” is deleted in its entirety and
replaced with the following:
Minimum Servicing Fee Rate
: 0.50% per annum.
3.
Execution in Counterparts
. This Amendment may be executed in
any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall
constitute one and the same amendment. The delivery of an
executed signature page to this Amendment by telecopy transmission
shall constitute due execution and delivery of this Amendment for
all purposes.
4.
Agreement in Full Force and
Effect . &