AMENDMENT NUMBER ONE


to the


 


POOLING AND SERVICING AGREEMENT


SACO I Trust 2005-5


Mortgage Pass-Through Certificates, Series 2005-5, 


 


Dated as of July 1, 2005


 


among


 


BEAR STEARNS ASSET BACKED SECURITIES I LLC, 


Depositor


 


EMC MORTGAGE CORPORATION,


 Seller and Company,


 


LASALLE BANK NATIONAL ASSOCIATION,


Master Servicer and Securities Administrator,


 


and


 


CITIBANK, N.A.,


Trustee


 


This AMENDMENT NUMBER ONE is made and entered into this 15th day of December, 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 company (in such capacity, the “Company”), LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and CITIBANK, N.A., 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 July 1, 2005, among the above mentioned parties (the
“Agreement”), and the issuance of SACO I Trust 2005-5 Mortgage Pass-Through Certificates, Series 2005-5. This amendment is made pursuant to Section 12.01 of the Agreement.


 


1.           Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement.


 



	
             
 	
            2.
 	
            Section 11.01(a) of the Agreement is hereby amended effective as of the date hereof by adding the following third paragraph:
 




 


 








 


 “No later than two (2) Business Days following the purchase by the Majority Class I-C Certificateholder of all of the Group I Loans (and REO Properties) as described above, the Majority Class I-C Certificateholder shall solicit, or cause to be solicited, good faith bids for the Group I Loans (and REO Properties) from at least three institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Group I Loans (“Auction Participants”).  Each Minority Class I-C Certificateholder shall have the right to designate a third party entity of its choosing to participate in the auction as an Auction Participant.  This entity (i) shall act independently from any such Minority Class I-C Certificateholder in all respects, (ii) shall make, in its sole discretion, any and all decisions with respect to its participation in
the auction, and, if applicable, the ownership of the Group I Loans, and (iii) shall not be an agent of any such Minority Class I-C Certificateholder under any circumstances.  If the Majority Class I-C Certificateholder receives at least one bid for the Group I Loans (and REO Properties) that is greater than the Mortgage Loan Purchase Price, the Majority Class I-C Certificateholder must sell the Group I Loans (and REO Properties) to the related bidder (the “Auction Purchaser”) at such price offered by such Auction Purchaser (the “Auction Purchase Price”); provided, however, prior to acceptance of any offer from an Auction Purchaser, the Majority Class I-C Certificateholder shall give each Minority Class I-C Certificateholder or its designee, with respect to such offer, written notice thereof and each Minority Class I-C Certificateholder or its designee shall have the option for a period of five (5) Business Days after
receipt of such notice to purchase the Group I Loans (and REO Properties) at the Auction Purchase Price (the “Last Look Option”).  Should more than one Minority Class I-C Certificateholder, or its designee, choose to exercise the Last Look Option, the Minority Class I-C Certificateholder, or its designee, offering the highest purchase price shall be awarded the Group I Loans (and REO Properties).  If none of the Minority Class I-C Certifiteholders who choose to exercise the Last Look Option, or their designees, should choose to raise their purchase price above the Auction Purchase Price, then the Group I Loans (and REO Properties) shall be awarded to the Minority Class I-C Certificateholder, or its designee, that has held an interest in the Class I-C Certificate the longest.  An amount equal to the difference between (a) the Auction Purchase Price obtained either by the exercise of the Last Look Option, or, in the event that the Last Look Option is not exercised, by the sale
of the Group I Loans (and REO Properties) to the Auction Purchaser, or, if the exercise of the Last Look Option results in a price higher than the Auction Purchase Price, such price and (b) the Mortgage Loan Purchase Price shall be divided, pro rata, based on such Holders’ respective Percentage Interests in the Class I-C Certificates, and distributed between the Majority Class I-C Certificateholder and the Minority Class I-C Certificateholders (other than the Minority Class I-C Certificateholder that exercised the Last Look Option, if applicable). If the Majority Class I-C Certificateholder does not receive any bid that is equal to or greater than the Mortgage Loan Purchase Price, it shall be under no obligation to sell the Group I Loans (and REO Properties).  For the avoidance of doubt, the rights and obligations described in this paragraph of the Majority Class I-C Certificateholder and any Minority Class I-C Certificateholder
relating to the auction of Group I Loans (and REO Properties) and the sharing of auction proceeds shall represent a contractual arrangement between such Certificateholders that is separate from, and outside of, any REMIC created hereunder and that does not arise in respect of any Regular Interest in a REMIC the ownership of which is represented by the Class I-C Certificates.  Thus, each Class I-C Certificate shall be treated as representing not only ownership of a Regular Interest in REMIC III, but also ownership of an interest in, and obligations with respect to, such contractual arrangement.  Any 


 








auction proceeds received by a Minority Class I-C Certificateholder or the Majority Class I-C Certificateholder pursuant to this paragraph shall not be a payment with respect to a Regular Interest in a REMIC within the meaning of Section 860(G)(a)(1) of the Code.”


 



	
             
 	
            3.
 	
            Section 1.01 of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to such Section:
 




 


“Minority Class I-C Certificateholder: Any Holder of the Class I-C Certificates who is not the Majority Class I-C Certificateholder.”


4.            For the avoidance of doubt, none of the Depositor, the Master Servicer, the Securities Administrator, the Seller or the Trustee shall have any responsibility in connection with the procedures contemplated by Section 1 of this amendment.


 


5.            The Trustee is hereby authorized and directed to enter into the Swap Administration Agreement and any subsequent amendments thereto and restatements thereof.


 


6.            Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.


 


7.            The obligations of the Securities Administrator and the Trustee under this amendment are subject to each of the Securities Administrator’s and the Trustee’s receipt of an Opinion of Counsel, satisfactory to each of the Securities Administrator and the Trustee (i) that this amendment is permitted and is not prohibited by the Agreement and (ii) that all requirements for amending the Agreement have been complied with.


 








 



                IN WITNESS WHEREOF, the Depositor, the Seller, the Company, the Master Servicer, the Securities Administrator and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.


 


BEAR STEARNS ASSET BACKED SECURITIES I LLC



	
             
 	
            as Depositor
 



 



	
             
 	
            By:
 	
            /s/ Baron Silverstein                                
 
	
             
 	
            Name:
 	
            Baron Silverstein
 	
             

	
             
 	
            Title:
 	
            Vice President
 	
             

					



EMC MORTGAGE CORPORATION



	
             
 	
            as Seller and Company
 



 



	
             
 	
            By:
 	
            /s/ Sue Stepanek                                      
 
	
             
 	
      Name:     Sue Stepanek
 	
             

	
             
 	
            Title:
 	
            Executive Vice President
 	
             

					



LASALLE BANK NATIONAL ASSOCIATION


as Master Servicer and Securities Administrator


 



	
             
 	
            By:
 	
            /s/ Susan L. Abbott                                  
 
	
             
 	
            Name:
 	
            Susan L. Abbott
 	
             

	
             
 	
            Title:
 	
            Assistant Vice President
 	
             

					



CITIBANK, N.A.



	
             
 	
            as Trustee
 



 



	
             
 	
            By:
 	
            /s/ John Hannon                                      
 
	
             
 	
            Name:
 	
            John Hannon
 	
             

	
             
 	
            Title:
 	
            Assistant Vice President
 	
             

					



 


 


 








 







	
            STATE OF NEW YORK
 	
            )
 	
             
 
	
             
 	
            )
 	
            ss.:
 
	
            COUNTY OF NEW YORK
 	
            )
 	
             
 



 


On this 15th day of December, 2005, before me, a notary public in and for said State, appeared Baron Silverstein, personally known to me on the basis of satisfactory evidence to be an authorized representative of Bear Stearns Asset Backed Securities I LLC, one of the companies that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability company and acknowledged to me that such limited liability company executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


/s/ Jeanne Haney                                  


Notary Public


[Notarial Seal]


 








 







	
            STATE OF TEXAS
 	
            )
 	
             
 
	
             
 	
            )
 	
            ss.:
 
	
            COUNTY OF DALLAS
 	
            )
 	
             
 



 


On this 15th day of December, 2005, before me, a notary public in and for said State, appeared Sue Stepanek, personally known to me on the basis of satisfactory evidence to be an authorized representative of EMC Mortgage Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation and acknowledged to me that such corporation executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


/s/ Mickie S. Gilmore                          


Notary Public


 


[Notarial Seal]


 








 







	
            STATE OF ILLINOIS
 	
            )
 	
             
 
	
             
 	
            )
 	
            ss.:
 
	
            COUNTY OF COOK
 	
            )
 	
             
 



 


On this 15th day of December, 2005, before me, a notary public in and for said State, appeared Susan L. Abbott, personally known to me on the basis of satisfactory evidence to be an authorized representative of LaSalle Bank National Association that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


/s/ A C Hellyer                                    


Notary Public


 


[Notarial Seal]


 


 








 







	
            STATE OF ILLINOIS
 	
            )
 	
             
 
	
             
 	
            )
 	
            ss.:
 
	
            COUNTY OF COOK
 	
            )
 	
             
 



 


On this 15th day of December, 2005, before me, a notary public in and for said State, appeared John Hannon, personally known to me on the basis of satisfactory evidence to be an authorized representative of Citibank, N.A. that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


/s/ Nanette Murphy                              


Notary Public


 


[Notarial Seal]