AMENDMENT NUMBER ONE to the POOLING AND SERVICING AGREEMENTS Series 2005-HE3, Dated as of March 1, 2005 Series 2005-AQ1, Dated as of April 1, 2005 Series 2005-HE4, Dated as of April 1, 2005 Series 2005-TC1, Dated as of May 1, 2005 Series 2005-HE5,...

AMENDMENT NUMBER ONE

to the

POOLING AND SERVICING AGREEMENTS

Series 2005-HE3, Dated as of March 1, 2005

Series 2005-AQ1, Dated as of April 1, 2005

Series 2005-HE4, Dated as of April 1, 2005

Series 2005-TC1, Dated as of May 1, 2005

Series 2005-HE5, Dated as of May 1, 2005

among

BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, as Depositor

EMC MORTGAGE CORPORATION, as a Seller and as Master Servicer

and

LASALLE BANK NATIONAL ASSOCIATION, as Trustee

This AMENDMENT NUMBER ONE is made and entered into this 9th day of August 2005, by and among BEAR XXXXXXX 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 Agreements dated as of the dates mentioned above, among the above mentioned parties (the “Agreements”), and the issuance of Asset-Backed Certificates, Series 2005-HE3, Series 2005-AQ1, Series 2005-HE4, Series 2005-TC1 and Series 2005-HE5. This amendment is made pursuant to Section 11.01 of the Agreements.

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

2.         The definition of Special Servicer Trigger in Section 1.01 of the Agreements shall be amended by deleting the definition in its entirety and replacing it with the following:

Special Servicer Trigger: With respect to any Distribution Date, a Special Servicer Trigger shall have occurred and be continuing if at any time, (x) the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Mortgage Loans that are 60 days or more Delinquent and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Due Period exceeds (y) the percentage set forth in Exhibit N for such Distribution Date.

3.          Except as amended above, the Agreements shall continue to be in full force and effect in accordance with their terms.

IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller 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 XXXXXXX ASSET BACKED SECURITIES I LLC                 as Depositor
							By:	/s/ Xxxxx Xxxxxxxxxxx
							Name:		Xxxxx Xxxxxxxxxxx
							Title:		Vice President

							EMC MORTGAGE CORPORATION                 as Seller and Master Servicer
							By:	/s/ Xxx Xxxxxxxx
							Name:		Xxx Xxxxxxxx
							Title:		Executive Vice President

							LASALLE BANK NATIONAL ASSOCIATION                 as Trustee
							By:	/s/ Xxxxxxxxxxx Xxxxx
							Name:		Xxxxxxxxxxx Xxxxx
							Title:		Assistant Vice President