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AMENDMENT NUMBER ONE
to the
POOLING AND SERVICING AGREEMENT
Series 2005-HE2,
Dated as of February 1, 2004
among
BEAR STEARNS ASSET BACKED SECURITIES I LLC,
as Depositor
EMC MORTGAGE CORPORATION,
as Seller and Master Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
This AMENDMENT NUMBER ONE is made and entered into this 4th day
of
April, 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 master servicer (in such capacity, the "Master Servicer")
and LASALLE
BANK NATIONAL ASSOCIATION, 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 February 1, 2005, among the
above mentioned
parties (the "Agreement"), and the issuance of Asset-Backed
Certificates, Series
2005-HE2. This amendment is made pursuant to Section 11.01 of
the Agreement.
1. Capitalized terms used herein and not defined herein shall
have the
meanings assigned to such terms in the Agreement.
2. The table under REMIC IV of the Preliminary Statement of
the
Agreement is hereby amended effective as of the date hereof by
changing the
Initial Certificate Principal Balance of the Class CE
Certificates in such table
from "$648,849,412.18" to "$12, 977,412.18".
3. Section 1.01 of the Agreement is hereby amended effective as
of
the date hereof by adding the following definitions to such
Section:
GLOBAL CERTIFICATE: Any Private Certificate registered in the
name of
the Depository or its nominee, beneficial interests in which are
reflected on
the books of the Depository or on the books of a Person
maintaining an account
with such Depository (directly or as an indirect participant in
accordance with
the rules of such depository).
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INDIVIDUAL CERTIFICATE: Any Private Certificate registered in
the name
of the Holder other than the Depository or its nominee.
4. Section 6.02 of the Agreement shall be amended effective as
of the
date hereof by adding the following clauses (f) through (j) to
the end of such
Section:
(f) Subject to Subsection 6.02(j), so long as a Global
Certificate of
such Class is outstanding and is held by or on behalf of the
Depository,
transfers of beneficial interests in such Global Certificate, or
transfers by
holders of Individual Certificates of such Class to transferees
that take
delivery in the form of beneficial interests in the Global
Certificate, may be
made only in accordance with Subsection 6.02(b) and in
accordance with the rules
of the Depository:
(i) In the case of a beneficial interest in the Global
Certificate being transferred to an Institutional Accredited
Investor,
such transferee shall be required to take delivery in the form
of an
Individual Certificate or Certificates and the Trustee shall
register
such transfer only upon compliance with the provisions of
Subsection
6.02(b).
(ii) In the case of a beneficial interest in a Class of
Global
Certificates being transferred to a transferee that takes
delivery in
the form of an Individual Certificate or Certificates of such
Class,
except as set forth in clause (i) above, the Trustee shall
register
such transfer only upon compliance with the provisions of
Subsection
6.02(b).
(iii) In the case of an Individual Certificate of a Class
being transferred to a transferee that takes delivery in the
form of a
beneficial interest in a Global Certificate of such Class, the
Trustee
shall register such transfer if the transferee has provided the
Trustee
with a Rule 144A and Related Matters Certificate or comparable
evidence
as to its QIB status.
(iv) No restrictions shall apply with respect to the
transfer
or registration of transfer of a beneficial interest in the
Global
Certificate of a Class to a transferee that takes delivery in
the form
of a beneficial interest in the Global Certificate of such
Class;
provided that each such transferee shall be deemed to have made
such
representations and warranties contained in the Rule 144A and
Related
Matters Certificate as are sufficient to establish that it is a
QIB.
(g) Subject to Subsection 6.02(i), an exchange of a beneficial
interest
in a Global Certificate of a Class for an Individual Certificate
or Certificates
of such Class, an exchange of an Individual Certificate or
Certificates of a
Class for a beneficial interest in the Global Certificate of
such Class and an
exchange of an Individual Certificate or Certificates of a Class
for another
Individual Certificate or Certificates of such Class (in each
case, whether or
not such exchange is made in anticipation of subsequent
transfer, and, in the
case of the Global Certificate of such Class, so long as such
Certificate is
outstanding and is held by or on behalf of the Depository) may
be made only in
accordance with this Subsection 6.02(g) and in accordance with
the rules of the
Depository:
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(i) A holder of a beneficial interest in a Global
Certificate
of a Class may at any time exchange such beneficial interest for
an
Individual Certificate or Certificates of such Class.
(ii) A holder of an Individual Certificate or Certificates
of
a Class may exchange such Certificate or Certificates for a
beneficial
interest in the Global Certificate of such Class if such
holder
furnishes to the Trustee a Rule 144A and Related Matters
Certificate or
comparable evidence as to its QIB status.
(iii) A holder of an Individual Certificate of a Class may
exchange such Certificate for an equal aggregate principal
amount of
Individual Certificates of such Class in different
authorized
denominations without any certification.
(h) (i) Upon acceptance for exchange or transfer of an
Individual
Certificate of a Class for a beneficial interest in a Global
Certificate of such
Class as provided herein, the Trustee shall cancel such
Individual Certificate
and shall (or shall request the Depository to) endorse on the
schedule affixed
to the applicable Global Certificate (or on a conti
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