_____________________________________
AMENDMENT NO. 1
Dated as of May 8, 2006
to
POOLING AND SERVICING
AGREEMENT
Dated as of October 1, 2005
among
ASSET BACKED SECURITIES
CORPORATION
Depositor,
ENCORE CREDIT CORP.
Seller and Servicer,
CITIMORTGAGE, INC.
Master Servicer,
MORTGAGERAMP, INC.,
Loan Performance Advisor,
DEUTSCHE BANK NATIONAL TRUST
COMPANY
Trustee
and
CITIBANK, N.A.
Securities Administrator
Encore Credit Receivables Trust
2005-4
Asset Backed Pass-Through Certificates,
Series 2005-4
______________________________________
THIS AMENDMENT NO. 1, dated as of May 8,
2006 (the “Amendment”), to the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”) dated
as of October 1, 2005, among ASSET BACKED SECURITIES CORPORATION,
as depositor (the “Depositor”), ENCORE CREDIT CORP., as
seller and servicer (in its respective capacity the
“Seller” or the “Servicer”), CITIMORTGAGE,
INC. as master servicer (the “Master Servicer”),
MORTGAGERAMP, INC., as loan performance advisor (the “Loan
Performance Advisor”), CITIBANK, N.A. as securities
administrator (the “Securities Administrator”) and
DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”).
W I T N E S S
E T H
WHEREAS, the Depositor, the Seller, the
Servicer, the Master Servicer, the Loan Performance Advisor, the
Securities Administrator and the Trustee entered into the Pooling
and Servicing Agreement;
WHEREAS, Section 11.01 of the Pooling and
Servicing Agreement permits amendments to the Pooling and Servicing
Agreement to modify, alter, amend, add to or rescind any of the
terms or provisions contained in the Pooling and Servicing
Agreement, provided that the Rating Agencies confirm that the
Amendment will not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates;
WHEREAS, the Depositor has received a
letter from each Rating Agency, copies of which are attached hereto
as Exhibit A, stating that the Amendment will not result in a
downgrading or withdrawal of the respective ratings then assigned
to the Certificates;
NOW, THEREFORE, the parties hereto hereby
agree as follows:
SECTION 1.
Defined Terms .
For purposes of this Amendment, unless
the context clearly requires otherwise, all capitalized terms which
are used but not otherwise defined herein shall have the respective
meanings assigned to such terms in the Pooling and Servicing
Agreement.
SECTION 2.
Amendments to the Pooling and
Servicing Agreement .
Section 3.21 is hereby deleted in its
entirety and replaced with the following:
“Not later than March 10 of
each calendar year with respect to any calendar year during which
the Depositor’s annual report on Form 10-K is required to be
filed pursuant to Section 4.07(b) (or if such day is not a Business
Day, the immediately preceding Business Day), the Servicer, or, at
the direction of the Servicer, a Sub-Servicer, at its expense,
shall cause a nationally recognized firm of independent certified
public accountants to furnish to the Securities Administrator, the
Depositor, the Master Servicer and each Rating Agency a report
stating that (i) it has obtained a letter of
representati
