Unassociated Document


    This
      AMENDMENT No. 1 (the “Amendment”) is made this 16th day of
      November,
      2007, by and among EMC Mortgage Corporation (the “Assignor”), U.S. Bank National
      Association, not individually but solely as trustee for the holders of the
      Bear
      Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed Certificates,
      Series 2007-AC1 (the “Assignee”) and GreenPoint Mortgage Funding, Inc.
      (“GreenPoint”) to the Assignment, Assumption and Recognition Agreement dated as
      of January 30, 2007 (th (the “AAR Agreement”), by and among the Assignor, the
      Assignee and GreenPoint.

     

    WHEREAS,
      the Assignor, the Assignee and GreenPoint 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 January 30, 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, 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
      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 X 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 GreenPoint 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 GreenPoint.

     

    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,

              as
                Assignor

            	 
	 	 	 	 
	
               

            	
              By:
                

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


    

     

     

     

    
      
        	 	
                
                  U.S.
                    BANK NATIONAL ASSOCIATION, not individually but solely as Trustee
                    for
                    

                  the
                    Bear Stearns Asset Backed Securities I Trust 2007-AC1, Asset-Backed
                    Certificates, Series 2007-AC1,

                  as
                    Assignee

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/
                Maryellen
                Hunter	 
	 	Name:	 Maryellen
                Hunter	 
	 	Title:	 Assistant
                Vice President	 
	 	 	 	 


      

       

    

    


     

    
      	 	
              GREENPOINT
                MORTGAGE FUNDING, INC.

               

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Susan
              Davia	 
	 	Name:	Susan
              Davia	 
	 	Title:	Vice
              President	 
	 	 	 	 


    

     

     

     

    
      
        	 	
                
                  Acknowledged
                    and Agreed:

                   

                  EMC
                    MORTGAGE CORPORATION,

                  as
                    Master Servicer

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

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