Unassociated Document


    AMENDMENT
      NUMBER ONE

    


    to
      the

    


    POOLING
      AND SERVICING AGREEMENT

    


    Dated
      as
      of April 1, 2007

    


    among

    


    BEAR
      STEARNS ASSET BACKED SECURITIES I LLC,

    as
      Depositor,

    


    EMC
      MORTGAGE CORPORATION,

    as
      Seller
      and Master Servicer,

    


    and

    


    LASALLE
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

    


    This
      AMENDMENT NUMBER ONE is made and entered into this 13th day of
      July, 2007,
      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, as trustee (the “Trustee”), in
      connection with the Pooling and Servicing Agreement,  dated as of
      April 1, 2007, among the above-mentioned parties (the “Agreement”), and the
      issuance of Bear Stearns Asset Backed Securities I Trust 2007-HE4, Asset-Backed
      Certificates, Series 2007-HE4. This amendment is made pursuant to Section 11.01
      of the Agreement. Capitalized terms used herein and not defined herein shall
      have the meanings assigned to such terms in the Agreement.

    


    1.  This
      Amendment is effected pursuant to Section 11.01 of the Agreement.

     

    2.  Section
      3.23 of the Agreement is hereby amended in its entirety to read as
      follows:

     

    (a)  The
      Master Servicer or any subservicer and/or the Trustee on behalf of the Trust
      Fund, in each case, with the consent of the Master Servicer in the case of
      the
      Trustee or any subservicer and, in each case, with notice to the Rating
      Agencies, is hereby authorized to enter into a facility (the “Advancing
      Facility”) with any Person which provides that such Person (an “Advancing
      Person”) may fund or finance Advances and/or Servicing Advances to the Trust
      Fund under this Agreement, although no such facility shall reduce or otherwise
      affect the Master Servicer’s or any subservicer’s obligation to fund such
      Advances and/or Servicing Advances. If the Master Servicer or any subservicer
      enters into such an Advancing Facility pursuant to this Section 3.23, upon
      reasonable request of the Advancing Person, the Trustee shall execute a letter
      of acknowledgment, confirming its receipt of notice of the existence of such
      Advancing Facility. An Advancing Person whose obligations hereunder are limited
      to the funding of Advances and/or Servicing Advances shall not be required
      to
      meet the qualifications of a Master Servicer or a subservicer pursuant to
      Section 8.02 hereof and will not be deemed to be a subservicer under this
      Agreement.

     

    (b)  If
      an
      Advancing Facility is entered into, then the Master Servicer or the subservicer,
      as the case may be, shall be required to remit amounts withdrawn from the
      Protected Account  under Section 4.02(a)(ii), Section 4.02(a)(iii) and
      Section 4.02(a)(v) to reimburse the Advancing Person for Advances and Servicing
      Advances. If the Master Servicer or subservicer, as the case may be, fails
      to
      withdraw such reimbursement amounts from the Protected Account and remit them
      to
      the Advancing Person, upon the request of the Advancing Person in writing,
      the
      Trustee is hereby authorized to, and shall, pay to the Advancing Person,
      reimbursements for Advances and Servicing Advances from the Distribution Account
      to the same extent the Master Servicer or the subservicer, as the case may
      be,
      would have been permitted to reimburse itself for such Advances and/or Servicing
      Advances in accordance with Section 4.02(a)(ii), Section 4.02(a)(iii) or Section
      4.02(a)(v), as the case may be, had the Master Servicer or the subservicer,
      as
      the case may be, itself funded such Advance or Servicing Advance. To be entitled
      to reimbursement in this manner, the Advancing Person must provide the Trustee
      with notice acknowledged by the Master Servicer or any subservicer, as
      appropriate, that such Advancing Person is entitled to reimbursement, specifying
      the amount of the reimbursement, the Section of this Agreement that permits
      the
      applicable Advance or Servicing Advance to be reimbursed and the section(s)
      of
      the Advancing Facility that entitle the Advancing Person to request
      reimbursement from the Trustee, rather than the Master Servicer or any
      subservicer, as appropriate, and include the Master Servicer’s or such
      subservicer’s, as appropriate, acknowledgment thereto or proof of an Event of
      Default under the Advancing Facility. The Trustee shall have no duty or
      liability with respect to any calculation of any reimbursement to be paid to
      an
      Advancing Person and shall be entitled to rely without independent investigation
      on the Advancing Person’s notice provided pursuant to this Section 3.23. The
      Trustee is hereby authorized to pay directly to the Advancing Person such
      portion of the Servicing Fee as the parties to any advancing facility
      agree.

     

    (c)  All
      Advances and Servicing Advances made pursuant to the terms of this Agreement
      shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
      basis.

     

    (d)  Any
      amendment to this Section 3.23 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advancing Facility
      as
      described generally in this Section 3.23, including amendments to add provisions
      relating to a Successor Master Servicer, may be entered into by the Trustee
      and
      the Master Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.           Conditions
      Precedent to this Amendment.  The following conditions precedent
      to the effectiveness of this Amendment have been fulfilled:

     

    (A)  The
      Opinion of Counsel required by Section 11.01 of the Agreement has been received
      by the Trustee.

     

    6.  This
      Amendment is subject to the terms of the Agreement as modified and supplemented
      herein.  The Agreement continues in full force and effect as modified
      herein and provided therein.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    The
      undersigned have executed this Amendment of the date hereof.

     

    


    
      	 	 	 	 	 	 	 	
              BEAR
                STEARNS ASSET BACKED SECURITIES I LLC,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Baron Silverstein

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Baron
                Silverstein

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


    


    
      	 	 	 	 	 	 	 	
              EMC
                MORTGAGE CORPORATION

              as
                Seller and Master Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Gail Andrews

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Gail
                Andrews

            
	 	 	 	 	 	 	 	
              Title:

            	
              Senior
                Vice President

            


    

    


    


    
      	 	 	 	 	 	 	 	
              LASALLE
                BANK NATIONAL ASSOCIATION

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              
                /s/
                  Rita Lopez

              

            
	 	 	 	 	 	 	 	
              Name:

            	
              Rita
                Lopez

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President