Unassociated Document


    EXHIBIT
      4.1

     

     

    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
      Mid America Bank, fsb (“Mid America”) to the Assignment, Assumption and
      Recognition Agreement dated as of February 28, 2007 (the “AAR Agreement”), by
      and among the Assignor, the Assignee and Mid America.

     

    WHEREAS,
      the Assignor, the Assignee and Mid America 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 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 Loan 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, principal or servicing advances 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 (as such term is defined in the related pooling and servicing agreement)
      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 (as such term is 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 waiver, modification, postponement or indulgence (not including any partial
      releases, assumptions of mortgages or modifications of any Mortgage Loan that
      is
      done in connection with compliance with the Relief Act) which the Company
      reasonably anticipates 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 waiver, modification, postponement or indulgence, together with any
      supporting documentation, to the Master Servicer for consideration and
      approval.  The Company shall submit all waivers, modifications or
      variances of the terms of any Mortgage Loan with respect to partial releases,
      assumptions of mortgages or for modifications done in furtherance of compliance
      with Relief Act, 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 W 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 Mid America 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 Mid America.

     

    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 the


              holders
                of Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series
                2007-1

            
	 
	
              By:

            	
              /s/
                John Hannon

            
	
              Name:

            	
              John
                Hannon

            
	
              Title:

            	
              Vice
                President

            
	 
	 
	
              MID
                AMERICA BANK, FSB

            
	 
	
              By:

            	
              /s/
                Theresa Mann

            
	
              Name:

            	
              Theresa
                Mann

            
	
              Title:

            	
              Senior
                Vice President

            


    

    


    Acknowledged
      and Agreed:

    


    
      	
              EMC
                MORTGAGE CORPORATION

            
	
              Master
                Servicer

            
	 
	 
	
              By:

            	
              /s/
                Mark Novachek

            
	
              Name:

            	
              Mark
                Novachek

            
	
              Title:

            	
              Assistant
                Secretary