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 c
