Unassociated Document


    This
      AMENDMENT No. 1 (the “Amendment”) is made this 19th day of
      October,
      2007, by and among EMC Mortgage Corporation (the “Assignor”), 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 (the “Assignee”) and Mid America Bank, fsb (“Mid
      America”) to the Assignment, Assumption and Recognition Agreement dated as of
      March 30, 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 March 30, 2007
      the AAR Agreement is hereby amended as follows:

    


    (a)      
          Section 8 of the AAR Agreement is hereby amended by
      deleting subsection (c) in its entirety and replacing it with the
      following:

     

    (c)      
          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, 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 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.

    


    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 2007-AC3, 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
      2007-AC3, 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/ Caroline
                  Bramon                           
                  

              
	 	
                Name:
                  Caroline
                  Bramon                         
                     

              
	 	
                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              
                     

              
	 	 
	 	
                MID
                  AMERICA BANK, FSB 

                 

              
	 	
                By: 
                  /s/ Michael
                  Blake                              
                  

              
	 	
                Name:
                  Michael
                  Blake                           
                      

              
	 	
                Title: First
                  Vice President, Secondary Marketing
                   

                

              


      

      


      Acknowledged
        and Agreed:

      


      EMC
        MORTGAGE CORPORATION

      Master
        Servicer

      


      


      By: 
        /s/ Mark
        Novachek                          


      Name:
        Mark
        Novachek                            

      Title:    Assistant
        Secretary