AMENDMENT NUMBER ONE
to the
POOLING AND SERVICING AGREEMENT
Series 2004-HE1
Dated as of January 1, 2004
among
BEAR ▇▇▇▇▇▇▇ ASSET BACKED SECURITIES, INC., 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 15th day of
April, 2004, by and among BEAR ▇▇▇▇▇▇▇ ASSET BACKED SECURITIES, INC., a Delaware
corporation, 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 January 1, 2004 among the above mentioned parties (the
"Agreement"), and the issuance of Asset-Backed Certificates, Series 2004-HE1.
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. Section 8.01(viii)) is hereby amended effective as of the date
hereof by deleting the words in such clause in its entirety and replacing it
with the following:
"(viii) any draw on the Class III-A Policy, if Certificate
Insurer Default has occurred and is not continuing; provided that if
the Master Servicer is EMC Mortgage Corporation, the Master Servicer
shall not be in default pursuant to this clause if the direct or
indirect parent of EMC Mortgage Corporation is rated at least "BBB" by
Standard & Poor's or "Baa2" by Moody's.
3. Except as amended above, the Agreement shall continue to be in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller, the
Trustee and the Certificate Insurer have caused their names to be signed hereto
by their respective officers thereunto duly authorized as of the day and year
first above written.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
EMC MORTGAGE CORPORATION,
as Seller and Master Servicer
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION
as Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
ASSURED GUARANTY CORP., F/K/A ACE
GUARANTY CORP.
as Certificate Insurer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President, Chief Risk &
Underwriting Officer
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