EXHIBIT
4.3
AMENDMENT NO.
2
Dated as of June 30, 2006
to
POOLING AND SERVICING
AGREEMENT
Dated as of June 1, 2003
among
ASSET BACKED
SECURITIES CORPORATION
Depositor
DLJ MORTGAGE CAPITAL,
INC.
Seller
OCWEN LOAN SERVICING,
LLC.
Servicer
and
WELLS FARGO BANK,
N.A.
Trustee
Asset Backed Securities
Corporation Home Equity Loan Trust 2003-HE3,
Asset Backed Pass-Through Certificates, Series 2003-HE3
THIS AMENDMENT NO. 2,
dated as of June 30, 2006 (the “Amendment”), to the
Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of June 1, 2003, is among ASSET BACKED
SECURITIES CORPORATION, a Delaware corporation, as depositor (the
“Depositor”), DLJ MORTGAGE CAPITAL, INC., a Delaware
corporation, as seller (the “Seller”), OCWEN LOAN
SERVICING, LLC. (f/k/a OCWEN FEDERAL BANK FSB), a Delaware limited
liability company, as the servicer (in such capacity, the
“Servicer”), and WELLS FARGO BANK, N.A., a successor by
merger to WELLS FARGO BANK MINNESOTA, N.A., a national banking
association, as trustee (the “Trustee”).
W
I T
N E S S E T
H
WHEREAS, the Depositor,
the Seller, the Servicer 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 time to time by the Depositor, the
Seller, the Servicer and the Trustee, and if necessary, with the
consent of the Counterparty (as described below), but without the
consent of any of the Certificateholders, (i) to cure any ambiguity
or defect, (ii) to correct, modify or supplement any provisions
herein (including to give effect to the expectations of
Certificateholders), (iii) to modify, eliminate or add to any of
its provisions to such extent as shall be necessary or desirable to
maintain the qualification of the Trust Fund as a REMIC at all
times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust Fund pursuant to
the Code that would be a claim against the Trust Fund, provided
that the Trustee, the Depositor, the Seller and the Servicer have
received an Opinion of Counsel to the effect that (A) such action
is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and
(B) such action will not adversely affect the status of the Trust
Fund as a REMIC or adversely affect in any material respect the
interest of any Certificateholder, or (iv) to make any other
provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be inconsistent
with the provisions of the Pooling and Servicing Agreement;
provided that such action shall not, as evidenced by either (i) an
Opinion of Counsel delivered to the Trustee, adversely affect in
any material respect the interests of any Certificateholder or (ii)
delivery to the Trustee of a letter from each Rating Agency
confirming the then-current ratings of the Offered Certificates.
No amendment shall be deemed to adversely affect in any
material respect the interests of any Certificateholder who shall
have consented thereto, and no Opinion of Counsel shall be required
to address the effect of any such amendment on any such consenting
Certificateholder;
WHEREAS, this amendment
gives effect to the expectations of the
Certificateholders;
WHEREAS, the Depositor,
the Seller an
