Unassociated Document


    This
      AMENDMENT No. 1 (the “Amendment”) is made this 19th day of
      October,
      2007, by and among EMC Mortgage Corporation (the “Assignor”), Citibank, N.A.,
      not individually but solely as trustee for the holders of Bear Stearns ARM
      Trust, Mortgage Pass-Through Certificates, Series 2007-1 (the “Assignee”), and
      HSBC Mortgage Corporation (USA) (“HSBC”) to the Assignment, Assumption and
      Recognition Agreement dated as of February 28, 2007 (the “AAR Agreement”), by
      and among the Assignor, the Assignee and HSBC.

     

    WHEREAS,
      the Assignor, the Assignee and HSBC desire to amend the AAR Agreement as set
      forth herein.

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby agrees as
      follows:

     

    SECTION
      1. Defined Terms.   Unless otherwise amended by the terms
      of this Amendment, terms used in this Amendment shall have the meanings assigned
      in the AAR Agreement.

     

    SECTION
      2. Amendment.   Effective as of February 28, 2007 the AAR
      Agreement is hereby amended as follows:

    


    (a)           Section
      4.01 of the Purchase Agreement is hereby amended by changing the first sentence
      of the second paragraph to the following:

     

    Consistent
      with and in addition to the terms set forth in this Agreement and the related
      Term Sheet, if a Mortgage Loan is in default or such default is reasonably
      foreseeable, the Company may waive, modify or vary any term of any Mortgage
      Loan
      or consent to the postponement of strict compliance with any such term or in
      any
      manner grant indulgence to any Mortgagor, including without limitation, to
      (1)
      capitalize any amounts owing on the Mortgage Loan by adding such amount to
      the
      outstanding principal balance of the Mortgage Loan, (2) defer such amounts
      to a
      later date or the final payment date of such Mortgage Loan, (3) extend the
      maturity of any such Mortgage Loan, (4) amend the related Mortgage Note to
      reduce the related Mortgage Interest Rate with respect to any Mortgage Loan,
      (5)
      convert the Mortgage Interest Rate on any Mortgage Loan from a fixed rate to
      an
      adjustable rate or vice versa, (6) with respect to a mortgage loan with an
      initial fixed rate period followed by an adjustable rate period, extend the
      fixed period and reduce the adjustable rate period, and/or (7) forgive the
      amount of any interest and principal owed by the related Mortgagor; provided
      that, in the Company’s reasonable and prudent determination, such waiver,
      modification, postponement or indulgence: (A) is not materially adverse to
      the
      interests of the Purchaser on a present value basis using reasonable assumptions
      (including taking into account any estimated Realized Loss that might result
      absent such action); and (B) does not amend the related Mortgage Note to extend
      the maturity thereof later than the date of the Latest Possible Maturity Date
      (which is January 1, 2047, as defined in the related pooling and servicing
      agreement); provided, further, with respect to any Mortgage Loan that is not
      in
      default or if default is not reasonably foreseeable, unless the Company has
      provided to the  Purchaser a certification addressed to the Purchaser,
      based on the advice of counsel or certified public accountants that have a
      national reputation with respect to taxation of REMICs that a modification
      of
      such Mortgage Loan will not result in the imposition of taxes on or disqualify
      from REMIC status any of  the REMICs and has obtained the prior
      written consent of the Purchaser, the Company shall not permit any modification
      with respect to any Mortgage Loan.  Notwithstanding the foregoing, for
      any modification which may result in a realized loss of 20% or more of the
      outstanding principal balance of a Mortgage Loan, the Company shall present
      such
      proposed modification, together with any supporting documentation, to the Master
      Servicer for consideration and approval.

     

     (b)           The
      Purchase Agreement is hereby amended as of the date hereof by deleting in its
      entirety Exhibit Q to the Purchase Agreement.

     

    SECTION
      3. Effect of Amendment.   Upon execution of this
      Amendment, the AAR Agreement shall be, and be deemed to be, modified and amended
      as of the date of the AAR Agreement in accordance herewith and the respective
      rights, limitations, obligations, duties, liabilities and immunities of the
      Assignor, the Assignee and HSBC shall hereafter be determined, exercised and
      enforced subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of this Amendment shall be deemed to be part of the
      terms and conditions of the AAR Agreement for any and all purposes. Except
      as
      modified and expressly amended by this Amendment, the AAR Agreement is in all
      respects ratified and confirmed, and all the terms, provisions and conditions
      thereof shall be and remain in full force and effect.

     

    SECTION
      4. Binding Effect.   The provisions of this Amendment
      shall be binding upon and inure to the benefit of the respective successors
      and
      assigns of the parties hereto, and all such provisions shall inure to the
      benefit of the Assignor, the Assignee and HSBC.

     

    SECTION
      5. Severability of Provisions.   If any one or more of the
      provisions or terms of this Amendment shall be for any reason whatsoever held
      invalid, then such provisions or terms shall be deemed severable from the
      remaining provisions or terms of this Amendment and shall in no way affect
      the
      validity or enforceability of the other provisions or terms of this
      Amendment.

     

    SECTION
      6. Section Headings.   The section headings herein are for
      convenience of reference only, and shall not limit or otherwise affect the
      meaning hereof.

     

    SECTION
      7. Execution in Counterparts.   This Amendment may be executed
      by the parties hereto in several counterparts, each of which shall be executed
      by the parties hereto and be deemed an original and all of which shall
      constitute together by one and the same agreement.

     

    SECTION
      8. Governing Law.   THIS AGREEMENT SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
      TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE NEW YORK
      GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment to the AAR Agreement
      to
      be executed by their respective officers thereunto duly authorized as of the
      day
      and year first above written.

     

    

    

    
      	 	
              EMC
                MORTGAGE CORPORATION

               

              Assignor

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Caroline
              Bramon	 
	 	Name:	Caroline
              Bramon	 
	 	Title:	Senior
              Vice
              President	 
	 	 	 	 


    

     

     

    
      
        	 	
                
                  CITIBANK,
                    N.A., not individually but solely as Trustee for Bear Stearns
                    ARM Trust,
                    Mortgage Pass-Through Certificates, Series 2007-1

                  Assignee

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ John
                Hannon	 
	 	Name:	John
                Hannon	 
	 	Title:	Vice
                President	 
	 	 	 	 


      

       

       

      
        
          	 	
                  HSBC
                    MORTGAGE CORPORATION (USA)

                   

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ Marcy
                  A.
                  Hertz	 
	 	Name:	Marcy
                  A.
                  Hertz	 
	 	Title:	First
                  Vice
                  President	 
	 	 	 	 


        

         

                 

      

    

    Acknowledged
      and Agreed:

     

    
      	
              STRUCTURED
                ASSET MORTGAGE INVESTMENTS II INC.

               

            	 
	 	 	 
	
              By:
                

            	/s/ Baron
              Silverstein	 
	Name:	Baron
              Silverstein	 
	Title:	Vice
              President	 
	 	 	 


    

     

     

    
      
        	
                
                  EMC
                    MORTGAGE CORPORATION

                   

                  Master
                    Servicer

                

              	 
	 	 	 
	
                By:
                  

              	/s/ Mark
                Novachek	 
	Name:	Mark
                Novachek	 
	Title:	Assistant
                Secretary