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 STEARNS ASSET BACKED SECURITIES I LLC, as Depositor EMC MORTGAGE CORPORATION, as a Seller and as Master Servicer and LASALLE BANK NATIONAL ASSOCIATION, as Trustee

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 STEARNS 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 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 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.