Unassociated Document


    This
      AMENDMENT No. 1 (the “Amendment”) is made this 14th day of
      November,
      2007, by and among EMC Mortgage Corporation (the “Assignor”), Wells Fargo Bank,
      National Association, as trustee for the holders of Bear Stearns Asset Backed
      Securities I Trust 2007-AC3, Asset-Backed Certificates, Series 2007-AC3 (the
      “Assignee”) and Fifth Third Mortgage Company (“Fifth Third”) to the Assignment,
      Assumption and Recognition Agreement dated as of March 30, 2007 (the “AAR
      Agreement”), by and among the Assignor, the Assignee and Fifth
      Third.

     

    WHEREAS,
      the Assignor, the Assignee and Fifth Third 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 March 30, 2007 the AAR Agreement is hereby amended as
      follows:

    


    (a)           Section
      2 of the AAR Agreement is hereby amended by deleting subsection (g) in its
      entirety and replacing it with the following:

     

    (g)
      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, 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, principal or servicing advances owed by the related Mortgagor;
      provided that, such waiver, modification, postponement or indulgence: (A) in
      the
      Company's reasonable and prudent determination, 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 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 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 an
      Opinion of Counsel addressed to the Purchaser, from counsel 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
      Master Servicer, 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 the 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 Fifth Third 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 Fifth Third.

     

    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.

    


    SECTION
      9.        Assignee
      Capacity.    Notwithstanding any term hereof to the contrary,
      it is expressly understood and agreed to by the parties hereto that the
      execution and delivery of this Amendment is solely in its capacity as trustee
      for Bear Stearns Asset Backed Securities I Trust, Asset-Backed Certificates,
      Series 2007-AC3 and not individually, and any recourse against the Assignee
      in
      respect of any obligations it may have under or pursuant to the terms of this
      Amendment or the AAR Agreement shall be limited solely to the assets it may
      hold
      as trustee of Bear Stearns Asset Backed Securities I Trust, Asset-Backed
      Certificates, Series 2007-AC3.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    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/  Debbie
                Pratt

            
	
              Name:

            	
              Debbie
                Pratt

            
	
              Title:

            	
              Senior
                Vice President

            
	 
	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, not individually but solely as
                Trustee for the holders of Bear Stearns Asset Backed Securities I
                Trust
                2007-AC3, Asset-Backed Certificates, Series 2007-AC3

            
	 	 
	
              By:

            	
              /s/
                Benjamin F. Jordan

            
	
              Name:

            	
              Benjamin
                F. Jordan

            
	
              Title:

            	
              Assistant
                Vice President

            
	 
	 
	
              FIFTH
                THIRD MORTGAGE COMPANY

               

            
	 	 
	
              By:

            	
              /s/
                Norman Holmes

            
	
              Name:

            	
              Norman
                Holmes

            
	
              Title:

            	
              Assistant
                Vice President

            


    

    


     

    


    


    
      	
              Acknowledged
                and Agreed:

               

              EMC
                MORTGAGE CORPORATION

              Master
                Servicer

               

            
	 	 
	
              By:

            	
              /s/  Michelle
                Viner

            
	
              Name:

            	
              Michelle
                Viner

            
	
              Title:

            	
              Vice
                President