Item 1. Business.
Omitted.
Item 1A.
Item 1A. Risk Factors.
Omitted.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Omitted.
Item 3.
Item 3. Legal Proceedings.
Omitted.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A.
Item 9A. Controls and Procedures.
Omitted.
Item 9A(T). Controls and Procedures.
Omitted.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
Bear Stearns Financial Products Inc. provides an Interest Rate Swap derivative instrument for the trust as disclosed in the 424 Prospectus. No additional disclosure is necessary because the significance percentage for the Interest Rate corridor is less than 10%.
On March 16, 2008, JPMorgan Chase & Co. agreed to guarantee the obligations of Bear Stearns Financial Products Inc. under the Interest Rate Swap pursuant to the terms of the Guaranty Agreement described below in Item 1119. Additional disclosure with respect to JPMorgan Chase & Co. can be found below in Item 1119. The significance percentage represented by the guarantee of the Interest Rate Swap is less than 10%. Except with respect to the addition of this guarantee, the terms and conditions of the Interest Rate Swap remain unchanged.
Item 1117 of Regulation AB, Legal Proceedings.
The following updates disclosure which originally provided in connection with the Form 424B5 filed on 2/16/2007 by the trust, SEC Accession No. 0000911420-07-000137.
The sponsor has received a civil investigative demand (CID), from the Federal Trade Commission (FTC), seeking documents and data relating to the sponsor's business and servicing practices. The CID was issued pursuant to a December 8, 2005 resolution of the FTC authorizing non-public investigations of various unnamed subprime lenders, loan servicers and loan brokers to determine whether there have been violations of certain consumer protections laws. The sponsor is cooperating with the FTC's inquiry.
On March 10, 2008, EMC received notice from the Staff of the FTC that the Staff believed EMC and its parent, The Bear Stearns Companies, Inc. had violated a number of Federal consumer protection statutes in connection with its servicing activities. With the notice, the Staff delivered a draft complaint and draft consent order seeking certain injunctive relief regarding business practices and unspecified monetary redress. The Staff also indicated that it had been authorized to offer an opportunity to resolve the matter though consent negotiations before it seeks approval from the FTC to proceed with the filing of a complaint. EMC expects to engage in such discussions with the Staff.
RODRIGUEZ v. EMC Mortgage Corporation and The Bear Stearns Companies
This purported class action is pending in U. S. District Court for the District of Connecticut. The case was filed in December 2007. It seeks certification of a class made up of African-American and Hispanic borrowers who had a non-prime loan serviced by EMC and who were subjected to allegedly improper servicing practices, including imposition of unwarranted fees, pyramiding of late fees, unjustified forced-placing of insurance, failure to properly apply payments, improper reporting of derogatory credit information, and failure to properly administer escrow accounts. EMC and Bear Stearns have filed motions to dismiss and to strike.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously filed in a 424(b)(5) filing dated February 16, 2007.
On March 16, 2008, JPMorgan Chase & Co. ("JPMorgan Chase") announced that it had entered into an Agreement and Plan of Merger, dated March 16, 2008 (the "Agreement and Plan of Merger"), and subsequently amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2008 (such amendment, together with the Agreement and Plan of Merger, the "Merger Agreement"), with The Bear Stearns Companies Inc., the parent company of the Bear Stearns Financial Products Inc. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in Merger Agreement, a wholly-owned subsidiary of JPMorgan Chase will merge with and into The Bear Stearns Companies Inc. with The Bear Stearns Companies Inc. continuing as the surviving corporation and as a wholly-owned subsidiary of JPMorgan Chase. The Merger Agreement has been approved by the Boards of Directors of The Bear Stearns Companies Inc. and JPMorgan Chase and is subject to customary closing conditions, including stockholder approval. The Federal Reserve, the Office of the Comptroller of the Currency and other federal agencies have given all necessary approvals for the merger. The merger is expected to be completed by the end of the second calendar year quarter of 2008, however there can be no assurance that the merger will close as contemplated.
In connection with the Merger Agreement, JPMorgan Chase issued an Amended and Restated Guaranty Agreement, effective as of March 16, 2008 (the "Guaranty"), guaranteeing the obligations and liabilities of The Bear Stearns Companies Inc. and certain of its affiliates, including the Bear Stearns Financial Products Inc.'s obligations under the Interest Rate Swap. A copy of the Guaranty is filed as Exhibit 99.1 to this Form 10-K. Except with respect to the addition of this Guaranty, the terms and conditions of the Interest Rate Swap remain unchanged.
JPMorgan Chase is a financial holding company incorporated under Delaware law, whose principal office is located in New York, New York. JPMorgan Chase services include investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves millions of consumers in the United States and many of the world's corporate, institutional and government clients under its JPMorgan and Chase brands.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits.
(4.1) Pooling and Servicing Agreement, dated January 1, 2007, among Bear Stearns Asset Backed Securities I LLC, as depositor, Wells Fargo Bank, National Association, as master servicer and as securities administrator, EMC Mortgage Corporation, as sponsor, and The Bank of New York, as trustee (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.1) Swap Agreement, and Credit Support Annex, dated February 15, 2007, between Bear Stearns Financial Products Inc. and The Bank of New York, not in its individual capacity, but solely as trustee for the Bear Stearns Asset Backed Securities Trust 2007-1 (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.2) Agreement, dated February 15, 2007, to the Underwriting Agreement, dated April 13, 2006 between Bear, Stearns & Co. and Bear Stearns Asset Backed Securities I LLC (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.3) Custodial Agreement, dated February 15, 2007, by and among The Bank of New York, as trustee, Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller, Wells Fargo Bank, N.A. as master servicer, securities administrator and Wells Fargo Bank, N.A. as custodian (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.4) Mortgage Loan Purchase Agreement, dated January 1, 2007 by and between EMC Mortgage Corporation, and Wells Fargo Bank, N.A (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.5) Servicing Agreement dated January 1, 2007, between Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.6) Seller's Warranties and Servicing Agreement dated January 1, 2007, between EMC Mortgage Corporation, as purchaser, and Wells Fargo Bank, N.A., as seller and servicer (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.7) Assignment, Assumption and Recognition Agreement dated February 15, 2007, by Bear Stearns Asset Backed Securities I, as assignor, The Bank of New York, as trustee, and EMC Mortgage Corporation (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.8) Assignment and Assumption Agreement dated February 15, 2007, by EMC Mortgage Corporation, as assignor, The Bank of New York, as trustee, and Wells Fargo Bank, N.A. (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
(35) Servicer compliance statement.
(99.1) Amended and Restated Guaranty Agreement of JPMorgan Chase & Co. effective as of March 16, 2008
(b) Not applicable.
(c) Omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Bear Stearns Asset Backed Securities Trust 2007-1 (Issuing Entity)
Wells Fargo Bank, N.A. (Master Servicer)
/s/ William Augustin IV William Augustin IV, Vice President (senior officer in charge of the servicing function of the master servicer)
Date: March 30, 2008
Exhibit Index
Exhibit No.
(4.1) Pooling and Servicing Agreement, dated January 1, 2007, among Bear Stearns Asset Backed Securities I LLC, as depositor, Wells Fargo Bank, National Association, as master servicer and as securities administrator, EMC Mortgage Corporation, as sponsor, and The Bank of New York, as trustee (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.1) Swap Agreement, and Credit Support Annex, dated February 15, 2007, between Bear Stearns Financial Products Inc. and The Bank of New York, not in its individual capacity, but solely as trustee for the Bear Stearns Asset Backed Securities Trust 2007-1 (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.2) Agreement, dated February 15, 2007, to the Underwriting Agreement, dated April 13, 2006 between Bear, Stearns & Co. and Bear Stearns Asset Backed Securities I LLC (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.3) Custodial Agreement, dated February 15, 2007, by and among The Bank of New York, as trustee, Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller, Wells Fargo Bank, N.A. as master servicer, securities administrator and Wells Fargo Bank, N.A. as custodian (As previously filed on Form 8-K filed on March 2, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.4) Mortgage Loan Purchase Agreement, dated January 1, 2007 by and between EMC Mortgage Corporation, and Wells Fargo Bank, N.A (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.5) Servicing Agreement dated January 1, 2007, between Bear Stearns Asset Backed Securities I LLC and EMC Mortgage Corporation (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.6) Seller's Warranties and Servicing Agreement dated January 1, 2007, between EMC Mortgage Corporation, as purchaser, and Wells Fargo Bank, N.A., as seller and servicer (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.7) Assignment, Assumption and Recognition Agreement dated February 15, 2007, by Bear Stearns Asset Backed Securities I, as assignor, The Bank of New York, as trustee, and EMC Mortgage Corporation (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(10.8) Assignment and Assumption Agreement dated February 15, 2007, by EMC Mortgage Corporation, as assignor, The Bank of New York, as trustee, and Wells Fargo Bank, N.A. (As previously filed on Form 8-K-A filed on April 30, 2007 and hereby incorporated by reference into this report on Form 10-K)
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
(35) Servicer compliance statement.
(99.1) Amended and Restated Guaranty Agreement of JPMorgan Chase & Co. effective as of March 16, 2008