10-K 1 bsa06ac2_10k-2006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-125422-44 Bear Stearns Asset Backed Securities I Trust 2006-AC2 (exact name of issuing entity as specified in its charter) Bear Stearns Asset Backed Securities I LLC. (exact name of the depositor as specified in its charter) EMC Mortgage Corporation (exact name of the sponsor as specified in its charter) New York 54-2195422 (State or other jurisdiction of 54-2195423 incorporation or organization) 54-2195424 54-2197863 54-2197864 (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Documents Incorporated by Reference List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. Item 1A. Risk Factors. Omitted. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Omitted. Item 3. Legal Proceedings. Omitted. Item 4. Submission of Matters to a Vote of Security Holders. Omitted. PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted. Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. Item 8. Financial Statements and Supplementary Data. Omitted. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted. Item 9A. Controls and Procedures. Omitted. Item 9A(T). Controls and Procedures. Omitted. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11. Executive Compensation. Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. 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 more than 10% of the pool assets held by this transaction. Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement Provider Financial Information. None. Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no material pending legal proceedings involving the Trust and all parties related to such Trust, other than routine litigation incidental to the duties of those respective parties. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. On February 9, 2007, Bear Stearns Residential Mortgage Corporation, a wholly owned subsidiary of The Bear Stearns Companies Inc. and an affiliate of the Registrant, acquired certain assets used in the subprime wholesale mortgage banking division of Performance Credit Corporation (formerly known as Encore Credit Corp.) ("PCC"), a California corporation that, until February 9, 2007, originated and purchased one-to four-family residential mortgage loans offered to borrowers with a particular emphasis on "nonconforming" borrowers who generally do not satisfy the credit, collateral, documentation or other standards required by conventional mortgage lenders and loan buyers. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. Pursuant to Instruction 2 to Item 1122, this report on Form 10-K does not contain and is not required to contain the Item 1122 assessment and attestation of compliance for Waterfield Mortgage Company Incorporated ("Waterfield"), as a servicer of 5% or less of the pool assets for the Bear Stearns Asset Backed Securities I Trust 2006-AC2. Waterfield effectively ceased to operate as a going concern on October 16, 2006, at which time it also ceased all servicing and subservicing functions. Waterfield's servicing and subservicing functions for loans in the transaction were transferred to a successor servicer or servicers prior to October 2006. Although Waterfield contractually agreed to provide an 1122 assessment and attestation of compliance as Servicer in this transaction, it did not deliver them before ceasing its operations. The servicing criteria have been completed within the manner stated in the governing documents and are attached hereto under Item 15. The 1122 statements for Wells Fargo Bank, National Association (Corporate Trust Services) has disclosed material noncompliance with criterion 1122(d)(3)(i), as applicable to the Company during the twelve months ended December 31, 2006. Certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets. The 1122 statements for Wells Fargo Bank, N.A. (servicer) has disclosed the following instances of material noncompliance with certain servicing criteria applicable to the Company during the year ended December 31, 2006: 1. 1122(d)(3)(i) - Delinquency Reporting - The Company provided incomplete data to some third parties who use such data to calculate delinquency ratios and determine the status of loans with respect to bankruptcy, foreclosure or real estate owned. Instead of the actual due date being provided for use in calculating delinquencies, the date of the first payment due to the security was provided. 2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - The Company, as required by certain servicing agreements, did not provide investors with prior notification of intent to foreclose. Item 1123 of Regulation AB, Servicer Compliance Statement. The servicer compliance statements have been completed within the manner stated in the governing documents and are attached hereto under Item 15. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (4.1) Pooling and Servicing Agreement, dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as sponsor and as company, Wells Fargo Bank, National Association, as master servicer and securities administrator and U.S. Bank National Association, as trustee (As previously filed on Form 8-K filed on March 15, 2006 and is hereby incorporated by reference into this report on Form 10-K). (10.1) Terms Agreement, dated February 28, 2006, between Bear, Stearns & Co. Inc., as underwriter and Bear Stearns Assets Backed Securities I LLC, as depositor, relating to the Underwriting Agreement, dated February 17, 2006, between Bear, Stearns & Co. Inc., as underwriter and Bear Stearns Assets Backed Securities I LLC, as depositor (As previously filed on Form 8-K filed on March 15, 2006 and is hereby incorporated by reference into this report on Form 10-K). (10.2) Assignment, Assumption and Recognition Agreement made as of February 28, 2006, 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 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the "Assignee") and HSBC Mortgage Corporation (USA) (the "Company") (10.3) Assignment, Assumption and Recognition Agreement, dated as of February 28, 2006, by EMC Mortgage Corporation, a Delaware corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the "Assignee") and Wells Fargo Bank, N.A. (the "Company"). (10.4) Assignment, Assumption and Recognition Agreement made as of February 28, 2006, among EMC Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the Assignee") and Savannah Bank, NA dba Harbourside Mortgage Corporation (the "Company"). (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
a) American Home Mortgage Servicing, Inc., as Servicer b) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation c) EMC Mortgage Corporation, as Servicer d) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA e) Harborside Mortgage Corporation, as Servicer f) HSBC Mortgage Corporation, USA, as Servicer g) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. i) Waterfield Mortgage Company, Incorporated, as Servicer j) Wells Fargo Bank, N.A., as Servicer k) Wells Fargo Bank, N.A., as Master Servicer l) Wells Fargo Bank, N.A., as Securities Administrator m) Wells Fargo Bank, N.A., as Custodian n) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
a) American Home Mortgage Servicing, Inc., as Servicer b) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation c) EMC Mortgage Corporation, as Servicer d) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA e) Harborside Mortgage Corporation, as Servicer f) HSBC Mortgage Corporation, USA, as Servicer g) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. i) Waterfield Mortgage Company, Incorporated, as Servicer j) Wells Fargo Bank, N.A., as Servicer k) Wells Fargo Bank, N.A., as Master Servicer l) Wells Fargo Bank, N.A., as Securities Administrator m) Wells Fargo Bank, N.A., as Custodian n) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(35) Servicer compliance statement.
a) American Home Mortgage Servicing, Inc., as Servicer b) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation c) EMC Mortgage Corporation, as Servicer d) First American Real Estate Solutions of Texas, L.P. as Sub-Contractor for HSBC Mortgage Corporation, USA e) Harborside Mortgage Corporation, as Servicer f) HSBC Mortgage Corporation, USA, as Servicer g) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. i) Waterfield Mortgage Company, Incorporated, as Servicer j) Wells Fargo Bank, N.A., as Servicer k) Wells Fargo Bank, N.A., as Master Servicer l) Wells Fargo Bank, N.A., as Securities Administrator m) Wells Fargo Bank, N.A., as Custodian n) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(b) Not applicable. (c) Omitted. Filed herewith. The Servicing Participant serviced less than 5% of the deal and is not required under Regulation AB to provide such documentation. The Servicing Participant serviced less than 10% of the deal and is not required under Regulation AB to provide such documentation. The Servicing Participant of the deal is not required under Regulation AB to provide such documentation. 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 I Trust 2006-AC2 (Issuing Entity) Wells Fargo Bank, N.A. (Master Servicer) /s/ Dawn Hammond Dawn Hammond, Vice President Date: April 1, 2007 Exhibit Index Exhibit No. (31) Rule 13a-14(d)/15d-14(d) Certifications. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
b) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation c) EMC Mortgage Corporation, as Servicer g) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. j) Wells Fargo Bank, N.A., as Servicer k) Wells Fargo Bank, N.A., as Master Servicer l) Wells Fargo Bank, N.A., as Securities Administrator m) Wells Fargo Bank, N.A., as Custodian n) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
b) Assurant Inc. as Sub-Contractor for EMC Mortgage Corporation c) EMC Mortgage Corporation, as Servicer g) LandAmerica Tax and Flood Services as Sub-Contractor for EMC Mortgage Corporation h) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A. j) Wells Fargo Bank, N.A., as Servicer k) Wells Fargo Bank, N.A., as Master Servicer l) Wells Fargo Bank, N.A., as Securities Administrator m) Wells Fargo Bank, N.A., as Custodian n) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.
(35) Servicer compliance statement.
c) EMC Mortgage Corporation, as Servicer j) Wells Fargo Bank, N.A., as Servicer k) Wells Fargo Bank, N.A., as Master Servicer l) Wells Fargo Bank, N.A., as Securities Administrator
EX-31 Rule 13a-14(d)/15d-14(d) Certifications I, Dawn Hammond, certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Bear Stearns Asset Backed Securities I Trust 2006-AC2 (the "Exchange Act periodic reports"); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. I am responsible for reviewing the activities performed by the servicers and based on my knowledge and the compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: American Home Mortgage Servicing, Inc., as Servicer, EMC Mortgage Corporation, as Servicer, Harborside Mortgage Corporation, as Servicer, HSBC Mortgage Corporation, USA, as Servicer and Waterfield Mortgage Company, Incorporated, as Servicer. Dated: April 1, 2007 /s/ Dawn Hammond Signature Vice President Title EX-33 (b) REPORT ON ASSESSMENT OF COMPLIANCE WITH section 1122(d)(2)(vi) and section 1122(d)(4)(xi) of REGULATION AB SERVICING CRITERIA American Security Insurance Company, Standard Guaranty Insurance Company and Safeco Financial Institution Solutions, Inc. (affiliates of Assurant Inc., collectively the "Asserting Party") is responsible for assessing compliance as of December 31, 2006 and for the period from January 1, 2006 through December 31, 2006 (the "Reporting Period") with the servicing criteria set forth in section 1122(d)(2)(vi), section 1122(d)(4)(xi) and section 1122(d)(4)(xii) of Title 17, section 229.1122(d) of the Code of Federal Regulations, which the Asserting Party has concluded are applicable to the insurance escrow servicing activities it performs with respect to all mortgage loan-tracking transactions covered by this report. The transactions covered by this report include all mortgage loan-tracking transactions for which the Asserting Party served as a Vendor on behalf of Servicers for such asset-backed securities transactions that were registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Platform"). The scope of the Asserting Party assertions excludes section 1122(d)(4)(xii) of Title 17, section 229.1122(d) of the Code of Federal Regulations, which relates to servicing activities that are performed by the Asserting Party with respect to the Platform, but are not reported on herein. The Asserting Party has assessed its compliance with section 1122(d)(2)(vi) and section 1122(d)(4)(xi) ("the Applicable Servicing Criteria") for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Reporting Period with respect to the Platform taken as a whole. The Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the Applicable Servicing Criteria. The Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Reporting Period. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of and for the Reporting Period ending December 31, 2006 as set forth in this assertion. American Security Insurance Company Standard Guaranty Insurance Company Safeco Financial Institution Solutions, Inc. /s/ John Frobose By: John Frobose Senior Vice President Date: February 23, 2007 EX-33 (c) (logo)EMC Mortgage Corporation Proven Performance Certification Regarding Compliance with Applicable Servicing Criteria 1. EMC Mortgage Corporation ("EMC") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ended December 31, 2006 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include the asset-backed securities transactions for which EMC acted as servicer involving residential mortgage loans that were completed on or after January 1, 2006, and that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Platform"); 2. Except as set forth in paragraph 3 below, EMC used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; 3. The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to EMC based on the activities it performs, directly or through its Vendors, with respect to the Platform; 4. EMC has complied, in all material respects, with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole; 5. Deloitte & Touche LLP, a registered public accounting firm, has issued an attestation report on EMC's assessment of compliance with the applicable servicing criteria for the Reporting Period. /s/ John Vella John Vella President and Chief Executive Officer March 12, 2007 2780 Lake Vista Drive, Lewisville, Texas 75067 Mailing Address: P.O. Box 1292190 Lewisville, Texas 75029-2190 (logo) Member Mortgage Bankers Association of America (page)
Appendix A SERVICING CRITERIA APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed Performed by Performed by Directly Sub-Servicer(s) Sub-Servicer(s) or By for Vendor(s) for EMC which EMC is which EMC is Reference Criteria the Responsible NOT the Party Responsible Party General Servicing Consideration 1122(d)(1)(i) Polices and procedures are instituted X to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, X policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up X servicer for the mortgage loans are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on X the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. Cash Collection and Administration 1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on X behalf of an obligor or to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, X and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)iv) The related accounts for the transaction, such as cash reserve accounts or accounts X established as a form of overcollateralization. are separately maintained (e.g. with respect to commingling of cash) as set forth in the transaction agreements. 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set X forth in the transaction agreements. For purposes of this criterion, "federally insured depository institutions" with respect to a foreign financial institution means a foreign financial that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. (page) Appendix A (page 2) Servicing Criteria APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed Performed by Performed by Directly Sub-Servicer(s) Sub-Servicer(s) or By for Vendor(s) for EMC which EMC is which EMC is Reference Criteria the Responsible NOT the Party Responsible Party Cash Collection and Administration (con't) 1122(d)(2)(vi) Un-issued checks are safeguarded X X so as to prevent unauthorized access. 1122(d)(2)vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related X bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are X maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; C)1 are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with X timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are posted within two business X days to the Servicer's investor records, or such other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree X with cancelled checks, or other form of payment, or custodial bank statements. Pool Asset Administration 1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by X the transaction agreements or related mortgage loan documents. 1 EMC is not responsible for filing reports with the Commission as included in this criterion. The responsibility lies with the Securities Administrator or the Trustee depending on the specific transaction agreements. Appendix A (page 3) SERVICING CRITERIA APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed Performed by Performed by Directly Sub-Servicer(s) Sub-Servicer(s) or By for Vendor(s) for EMC which EMC is which EMC is Reference Criteria the Responsible NOT the Party Responsible Party Pool Asset Administration (con't) 1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the X transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions to the asset X pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance with X the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents. 1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the Servicer's X records with respect to an obligor's unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage loans X (e.g., loan modifications or re-agings) are made reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications X and deed in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a mortgage X loan is delinquent in accordance with the transaction agreements. Such records are maintained on a least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). 1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with X variable rates are computed based on the related mortgage loan documents. Appendix A (page 4) SERVICING CRITERIA APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed Performed by Performed by Directly Sub-Servicer(s) Sub-Servicer(s) or By for Vendor(s) for EMC which EMC is which EMC is Reference Criteria the Responsible NOT the Party Responsible Party Pool Asset Administration (con't) 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such X funds are analyzed, in accordance with the obligor's mortgage loan documents, on a least an annual basis, or such other period specified n the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are X made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payments penalties in connection with any payment to be made on behalf of X an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the X X obligor's records maintained by the Servicer, or such other numbers of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in X accordance with the transaction agreements. 1122(d)(4)(xv) Any External enhancement or other support, identified in Item 1114(a)(1) through (3) X or - Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. (page) Exhibit B Describe material instances of noncompliance: NONE Describe any remediation efforts: NOT APPLICABLE Describe material instances of noncompliance by Vendor(s): NONE Describe any remediation efforts: NOT APPLICABLE Describe material deficiencies if EMC's polices and procedures to monitor Vendor(s): NONE Describe any remediation efforts: NOT APPLICABLE
EX-33 (g) Report on Assessment of Compliance with Regulation AB Servicing Criteria 1. The undersigned authorized officer of LandAmerica Tax and Flood Services, Inc. (the "Company") is responsible for assessing the Company's compliance with the applicable servicing criteria as defined in 17 CFR Part 229 Section 1122(d) (4)(xi) and 1122(d)(4)(xii) (the "Regulation AB Servicing Criteria") for residential mortgage backed securities for which the Company served as third-party property tax payment provider on the underlying collateral (the "Platform"). Except as set forth in the preceding sentence, the servicing criteria set forth in 17 CFR Part 229 Section 1122(d) are not applicable to the activities the Company performed with respect to the Platform. 2. The Company used the criteria in 17 CFR Part 229 Section 1122(d) to assess the compliance with the Regulation AB Servicing Criteria. 3. Under one of the services offered by the Company, some customers may elect to remit tax payments directly to tax agencies without having the Company remit those property tax payments through our tax payment service. We refer to these customers as "non-outsourced servicer customers." With respect to these non-outsourced customers and the services the Company delivered pursuant to the servicing criteria set forth in 17 CFR Part 229 Section 1122(d)(4)(xi), the Company's assertion is strictly limited to its processing of tax payments submitted through the Company's tax payment service. 4. With respect to servicing criteria set forth in 17 CFR Part 229 Section 1122(d)(4)(xii), the Company's assertion is strictly limited to its processing of property tax penalty payments. The Company has determined that its servicer customers may also have access to systems that enable those servicers to process penalties through obligor escrow accounts. Management's assessment of compliance does not relate to the actual or potential activities of other parties with access to obligor escrow accounts. 5. Based on such assessment, management believes that, as of and for the year ended December 31, 2006, the Company has complied in all material respects with the Regulation AB Servicing Criteria related to the servicing of the Platform. 6. The registered public accounting firm of Grant Thornton, LLP, has issued an attestation report on the Company's assessment of compliance with the Regulation AB Servicing Criteria as of and for the year ended December 31, 2006. Date: February 20, 2007 LandAmerica Tax and Flood Services, Inc. By: /s/ Bob Ige Name: Bob Ige Its: Executive Vice President EX-33 (h) (logo) REGULUS Report on Assessment of Compliance with Regulation AB Servicing Criteria 1. Pursuant to Subpart 229.1100 - Asset Backed Securities, 17 C.F.R. section 229. 1100-229.1123 ("Regulation AB"), Regulus Group LLC, for itself and its wholly-owned subsidiaries (individually and collectively "Regulus"), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Regulus' compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the "Platform"). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment. 2. The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Regulus' assessment of compliance. Regulus has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the "Applicable Servicing Criteria"). Regulus has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Regulus does not participate in the servicing activities referenced by such servicing criteria. 3. As of and for the year ending December 31, 2006, Regulus has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB. 4. KPMG LLP, a registered public accounting firm, has issued an attestation report on Regulus' assessment of compliance with the Applicable Servicing Criteria as of and for the year ending December 31, 2006. A copy of that attestation report is attached hereto as Exhibit A. /s/ Kimberlee Clark Kimberlee Clark Chief Financial Officer February 22, 2007 860 LATOUR COURT | NAPA, CA | 94558 | TEL: 707.254.4000 | FAX: 707.254.4070 | REGULU5GROUP.COM EX-33 (j) (logo) WELLS FARGO HOME MORTGAGE Wells Fargo Home Mortgage One Home Campus Des Moines, IA 50328-0001 YourWellsFargoMortgage.com Wells Fargo Bank, N.A. 2006 Certification Regarding Compliance with Applicable Servicing Criteria 1. Wells Fargo Bank, N.A. (the "Servicer") is responsible for assessing its compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB as set forth in Exhibit A hereto in connection with the primary servicing of residential mortgage loans by its Wells Fargo Home Mortgage division, other than the servicing of such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state and local government bond programs, or a Federal Home Loan Bank (the servicing "Platform"); 2. The Servicer has engaged certain vendors (the "Vendors") to perform specific, limited or scripted activities as of and for the year ended December 31, 2006, and the Servicer has elected to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors as set forth in Exhibit A hereto, with the exception of those Vendors that have provided their own report on assessment of compliance with servicing criteria, which reports are attached hereto as Exhibit D; 3. Except as set forth in paragraph 4 below, the Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; 4. The criteria identified as Inapplicable Servicing Criteria on Exhibit A hereto are inapplicable to the Servicer based on the activities it performs with respect to its Platform; 5. The Servicer has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2006, except as described on Exhibit B hereto; 6. The Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of and for the year ended December 31, 2006; 7. The Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria for the year ended December 31, 2006; and 8. KPMG LLP, a registered public accounting firm, has issued an attestation report on the Servicer's assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2006, which attestation report is included on Exhibit C attached hereto. March 1, 2007 WELLS FARGO BANK, N.A. By: /s/ Mary C. Coffin Mary C. Coffin Executive Vice President Wells Fargo Home Mortgage is a division of Wells Fargo Bank, N.A. (page) EXHIBIT A to Wells Fargo Bank, N.A.'s 2006 Certification Regarding Compliance With Applicable Servicing Criteria
Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria Reference Criteria Performed Performed by by Servicer Vendor(s) General Servicing Considerations Policies and procedures are instituted to monitor any performance or X other triggers and events of default in accordance with the 1122(d)(1)(i) transaction agreements. If any material servicing activities are outsourced to third parties, X policies and procedures are instituted to monitor the third party's 1122(d)(1)(ii) performance and compliance with such servicing activities. Any requirements in the transaction agreements to maintain a back-up X 1122(d)(1)(iii) servicer for the mortgage loans are maintained. A fidelity bond and errors and omissions policy is in effect on the X party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in 1122(d)(1)(iv) accordance with the terms of the transaction agreements. Cash Collection and Administration Payments on mortgage loans are deposited into the appropriate X^1 X^2 custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of 1122(d)(2)(i) days specified in the transaction agreements. Disbursements made via wire transfer on behalf of an obligor or to an X 1122(d)(2)(ii) investor are made only by authorized personnel. Advances of funds or guarantees regarding collections, cash flows or X distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the 1122(d)(2)(iii) transaction agreements. The related accounts for the transaction, such as cash reserve X accounts or accounts established as a form of overcollateralization are separately maintained (e.g., with respect to commingling of cash) 1122(d)(2)(iv) as set forth in the transaction agreements. Each custodial account is maintained at a federally insured X depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 1122(d)(2)(v) 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X^3 X^4 (page) Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria Reference Criteria Performed Performed by by Servicer Vendor(s) Reconciliations are prepared on a monthly basis for all asset-backed X securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation, and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the 1122(d)(2)(vii) transaction agreements. Investor Remittances and Reporting Reports to investors, including those to be filed with the X Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number 1122(d)(3)(i) of mortgage loans serviced by the Servicer. Amounts due to investors are allocated and remitted in accordance X with timeframes, distribution priority and other terms set forth in 1122(d)(3)(ii) the transaction agreements. Disbursements made to an investor are posted within two business days X to the Servicer's investor records, or such other number of days 1122(d)(3)(iii) specified in the transaction agreements. Amounts remitted to investors per the investor reports agree with X cancelled checks, or other form of payment, or custodial bank 1122(d)(3)(iv) statements. Pool Asset Administration Collateral or security on mortgage loans is maintained as required by X 1122(d)(4)(i) the transaction agreements or related mortgage loan documents. Mortgage loan and related documents are safeguarded as required by X 1122(d)(4)(ii) the transaction agreements. Any additions, removals or substitutions to the asset pool are made X reviewed and approved in accordance with any conditions or 1122(d)(4)(iii) requirements in the transaction agreements. Payments on mortgage loans, including any payoffs, made in X^5 X^6 accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan 1122(d)(4)(iv) documents. The Servicer's records regarding the mortgage loans agree with the X Servicer's records with respect to an obligor's unpaid principal 1122(d)(4)(v) balance. Changes with respect to the terms or status of an obligor's mortgage X loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the 1122(d)(4)(vi) transaction agreements and related pool asset documents. (page) Servicing Criteria Applicable Servicing Inapplicable Criteria Servicing Criteria Reference Criteria Performed Performed by by Servicer Vendor(s) Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established 1122(d)(4)(vii) by the transaction agreements. Records documenting collection efforts are maintained during the X period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is 1122(d)(4)(viii) deemed temporary (e.g., illness or unemployment). Adjustments to interest rates or rates of return for mortgage loans X with variable rates are computed based on the related mortgage loan 1122(d)(4)(ix) documents. Regarding any funds held in trust for an obligor (such as escrow X accounts): (A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other 1122(d)(4)(x) number of days specified in the transaction agreements. Payments made on behalf of an obligor (such as tax or insurance X^7 X^8 payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such 1122(d)(4)(xi) other number of days specified in the transaction agreements. Any late payment penalties in connection with any payment to be made X on behalf of an obligor are paid from the Servicer's funds and not charged in the obligor, unless the late payment was due to the 1122(d)(4)(xii) obligor's error or omission. Disbursements made on behalf of an obligor are posted within two X^9 X^10 business days to the obligor's records maintained by the servicer, or 1122(d)(4)(xiii) such other number of days specified in the transaction agreements. Delinquencies, charge-offs and uncollectible accounts are recognized X 1122(d)(4)(xiv) and recorded in accordance with the transaction agreements. Any external enhancement or other support, identified in Item X 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained 1122(d)(4)(xv) as set forth in the transaction agreements. 1 A portion of this servicing criteria is performed by a vendor, as set forth in footnote 2 below. 2 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to deposits and transmits the transaction files to Wells Fargo. See Exhibit D. 3 A portion of this servicing criteria is performed by vendors, as set forth in footnote 4 below. 4 Insurance vendors prepare and safeguard checks on behalf of Wells Fargo. As to one such vendor, see Exhibit D. 5 A portion of this servicing criteria is performed by a vendor, as set forth in footnote 6 below. 6 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to deposits and transmits the transaction files to Wells Fargo. See Exhibit D. 7 A portion of this servicing criteria is performed by vendors, as set forth in footnote 8 below. 8 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to payees. As to one such vendor, see Exhibit D. 9 A portion of this servicing criteria is performed by one or more vendors, as set forth in footnote 10 below. 10 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to payees. As to one such vendor, see Exhibit D.
(page) EXHIBIT B to Wells Fargo Bank, N.A.'s 2006 Certification Regarding Compliance With Applicable Servicing Criteria Wells Fargo Bank, N.A. ("Wells Fargo") acknowledges the following material instances of noncompliance with the applicable servicing criteria: 1. 1122(d)(3)(i) - Delinquency Reporting - For certain loans sub-serviced by Wells Fargo or for which servicing rights were acquired on a bulk-acquisition basis, Wells Fargo determined that it provided incomplete data to some third parties who use such data to calculate delinquency ratios and determine the status of loans with respect to bankruptcy, foreclosure or real estate owned. The incomplete reporting only affected securitizations that included delinquent loans. Instead of the actual due date being provided for use in calculating delinquencies, the date of the first payment due to the security was provided. Wells Fargo subsequently included additional data in the monthly remittance reports, providing the actual borrower due date and unpaid principal balance, together with instructions to use these new fields if such monthly remittance reports are used to calculate delinquency ratios. 2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - Wells Fargo determined that, as required by certain servicing agreements, it did not provide investors with prior notification of intent to foreclose. While investors received monthly delinquency status reports that listed loans in foreclosure, such reports were received after such loans had been referred to an attorney. A new process is being implemented to send such notifications if contractually required, unless an investor opts out in writing. (page) EXHIBIT C to Wells Fargo Bank, N.A.'s 2006 Certification Regarding Compliance With Applicable Servicing Criteria Report or Independent Registered Public Accounting Firm (page) EXHIBIT D to Wells Fargo Bank, N.A.'s 2006 Certification Regarding Compliance With Applicable Servicing Criteria Vendors' Reports on Assessment of Compliance With Servicing Criteria EX-33 (k) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") provides this assessment of compliance with the following applicable servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the "Applicable Servicing Criteria"). Period: Twelve months ended December 31, 2006 (the "Period"). Third parties classified as vendors: With respect to servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform Commercial Code filing functions required by the servicing criteria ("vendors"). The Company has determined that none of the vendors is a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). The Company has policies and procedures in place to provide reasonable assurance that each vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria. With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Other than as identified on Schedule A hereto, as of and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. Any material instances of noncompliance by a vendor of which the Company is aware and any material deficiency in the Company's policies and procedures to monitor vendors' compliance that the Company has identified is specified on Schedule A hereto. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By:/s/ Brian Bartlett Brian Bartlett Its: Executive Vice President Dated: March 1, 2007 (page) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. Schedule A Material Instances of Noncompliance by the Company 1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets, which errors may or may not have been material. All such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function. All necessary adjustments to data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures. Material instances of Noncompliance by any Vendor NONE Material Deficiencies In Company's Policies and Procedures to Monitor Vendors' Compliance NONE EX-33 (l) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") provides this assessment of compliance with the following applicable servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the "Applicable Servicing Criteria"). Period: Twelve months ended December 31, 2006 (the "Period"). Third parties classified as vendors: With respect to servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to handle certain Uniform Commercial Code filing functions required by the servicing criteria ("vendors"). The Company has determined that none of the vendors is a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). The Company has policies and procedures in place to provide reasonable assurance that each vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria. With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Other than as identified on Schedule A hereto, as of and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. Any material instances of noncompliance by a vendor of which the Company is aware and any material deficiency in the Company's policies and procedures to monitor vendors' compliance that the Company has identified is specified on Schedule A hereto. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By:/s/ Brian Bartlett Brian Bartlett Its: Executive Vice President Dated: March 1, 2007 (page) (logo) WELLS FARGO Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. Schedule A Material Instances of Noncompliance by the Company 1122(d)(3)(i)- Delinquency Reporting - During the reporting period, certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets, which errors may or may not have been material. All such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function. All necessary adjustments to data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures. Material instances of Noncompliance by any Vendor NONE Material Deficiencies In Company's Policies and Procedures to Monitor Vendors' Compliance NONE EX-33 (m) (logo) WELLS FARGO Wells Fargo Bank, N.A. Document Custody 1015 10th Avenue SE Minneapolis, MN 55414 Appendix I ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. The Company has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and commercial mortgage-backed securities issued on or after January 1, 2006, for which the Company provides document custody services, excluding any publicly issued transactions issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: The servicing criteria set forth in Item 1122(d)(4)(i) and 1122(d)(4)(ii), in regard to the activities performed by the Company with respect to the Platform (the "Applicable Servicing Criteria"). The Company has determined that all other servicing criteria set forth in Item 1122(d) are not applicable to the Platform. Period: Twelve months ended December 31, 2006 (the "Period"). With respect to the Platform, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria: 1. The Company is responsible for assessing the Company's compliance with the Applicable Servicing Criteria as of and for the Period. 2. The Company has assessed compliance with the Applicable Servicing Criteria. In performing this assessment, the Company used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects with the Applicable Servicing Criteria. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the Company's assessment of compliance as of and for the Period. WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Shari L. Gillund Shari L. Gillund Its: Senior Vice President Dated: March 1, 2007 EX-33 (n) (logo) ZC STERLING ZC Sterling Corporation 210 Interstate North Parkway Suite 400 Atlanta, GA 30339 Tel 770.690.8400 Fax 770.690.8240 http://www.zcsterling.com Report on Assessment of Compliance with Securities and Exchange Commission's Regulation AB Servicing Criteria For the calendar year ending December 31 2006, or portion thereof (the "Period"), ZC Sterling Insurance Agency, Inc. ("ZCSIA") has been a subcontractor for Servicers identified in Appendix A. The undersigned are Senior Vice Presidents of ZCSIA, have sufficient authority to make the statements contained in this Assertion and are responsible for assessing compliance with the servicing criteria applicable to ZCSIA. ZCSIA has used the servicing criteria communicated to ZCSIA by the Servicer to assess compliance with the applicable servicing criteria. Accordingly, servicing criteria 1122 (d) 1(iv), 1122 (d) 2(vi), 1122 (d) 4(xi), 1122 (d) 4(xii), and 1122 (d) 4(xiii) are applicable to the activities performed by ZCSIA with respect to the Platforms covered by this report. The remaining servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB are not applicable to the activities performed by ZCSIA with respect to the Platform covered by this report. As a subcontractor for Servicer, ZCSIA has determined that it complied in all material respects with the servicing criteria listed below. ZCSIA engaged Ernst & Young, LLP ("E&Y"), a registered public accounting firm, to review ZCSIA's assessment, and E&Y has issued an attestation report on ZCSIA's assessment of compliance with the applicable servicing criteria for the Period. 1. ZCSIA maintained a fidelity bond and errors & omissions policy in effect on ZCSIA throughout the reporting period in the amount of coverage required by the transaction agreements between the Servicer and ZCSIA (1122(d)((1)(iv)). 2. To the extent that ZCSIA prints checks for Servicer or otherwise has Servicer's checks or check stock, unissued checks are safeguarded so as to prevent unauthorized access (1122(d)(2)(vi)). [AS OF DECEMBER 31, 2006, THIS PROVISION WILL APPLY ONLY FOR THE FOLLOWING SERVICERS: ABN Amro Mortgage Group, Inc, Option One Mortgage Corporation, Sun Trust Mortgage, Inc., HomEq Servicing Corporation, Wachovia Insurance Corporation, Wells Fargo Home Mortgage. (page) 3. Payments made on behalf of Servicer's obligor for insurance premiums are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xi)). 4. Any late payment penalties in connection with any payment for insurance to be made on behalf of Servicer's obligor are paid from the Servicer's funds or ZCSIA's funds and not charged to Servicer's obligor, unless the late payment was due to the obligor's error or omission (1122(d)(4)(xii)). 5. File(s) provided to Servicer from which Servicer may make disbursements made on behalf of Servicer's obligor are provided to Servicer on an accurate and timely basis and the information thereon is subject to such controls as are specified in the transaction agreements between Servicer and ZCSIA (1122(d)(4)(xiii)). Sincerely, ZC STERLING INSURANCE AGENCY, INC. By: /s/ Arthur J. Castner Arthur J. Castner Title: Senior Vice President - Hazard Operations Date: February 20, 20007 By: /s/ James P. Novak James P. Novak Title: Senior Vice President & General Counsel Date: February 20, 2007 2 (page) Appendix A The following is a list of Clients serviced on the ZC Sterling Integrated Product Solution (ZIPS) Platform: 1. ABN Amro Mortgage Group, Inc. 2. Dovenmuehle Mortgage, Inc. 3. HomEq Servicing Corporation 4. Option One Mortgage Corporation 5. People's Choice Home Loan, Inc. 6. Sun Trust Mortgage, Inc. 7. Wachovia Insurance Agency (and its affiliates, including Wachovia Mortgage Corporation) 8. Wells Fargo Home Mortgage 3 EX-34 (b) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 10 Tenth Street, Northwest Suite 1400 Atlanta, GA 30309-3851 Telephone (678) 419 1000 Facsimile (678) 419 1239 www.pwc.com Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Assurant, Inc.: We have examined management's assertion, included in the accompanying management's Report on Assessment of Compliance with 1122(d)(2)(vi) and 1122(d)(4)(xi) of Regulation AB Servicing Criteria, that American Security Insurance Company, Standard Guaranty Insurance Company and Safeco Financial Institution Solutions, Inc. (affiliates of Assurant Inc., collectively the "Asserting Party") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for all mortgage loan-tracking transactions for which the Asserting Party served as a Vendor on behalf of Servicers for such asset-backed securities transactions that were registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Platform"), as of December 31, 2006 and for the year then ended, excluding (i) criteria 1122(d)(1)(i) through 1122 (d)(1)(iv), 1122 (d)(2)(i) through 1122(d)(2)(v), 1122(d)(2)(vii), 1122(d)(3)(i) through 1122(d)(3)(iv), 1122(d)(4)(i) through 1122(d)(4)(x) and 1122(d)(4)(xiii) through 1122(d)(4)(xv), which the Asserting Party has determined are not applicable to the activities performed by it with respect to the Platform and (ii), criterion 1122(d)(4)(xii), which relates to servicing activities that are applicable to the Platform, but are excluded from the scope of management's assertion and are not reported on herein. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may 1 (page) have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Asserting Party complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for the Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP Atlanta, Georgia February 23, 2007 2 EX-34 (c) (logo) Deloitte Deloitte & Touche LLP JPMorgan Chase Tower 2200 Ross Avenue, Suite 1600 Dallas, TX 75201-6778 USA Tel: +1 214 840 7000 www.deloitte.com Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders EMC Mortgage Corporation We have examined management's assertion, included in the accompanying Certification Regarding Compliance with Applicable Servicing Criteria, that EMC Mortgage Corporation (the Company) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB for the asset-backed securities transactions for which EMC acted as servicer involving residential mortgage loans, that were completed on or after January 1, 2006, and that were registered with the Securities and Exchange Commission pursuant in the Securities Act of 1933 (the Platform) as of and for the year ended December 31, 2006, excluding criteria 1122 (d)(1)(iii), (d)(3)(i)C, (d)(4)(xi) and (d)(4)(xii) which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 for the asset-backed securities transactions for which EMC acted as servicer involving residential mortgage loans, that were completed on or after January 1, 2006, and that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933 is fairly stated, in all material respects. /s/ Deloitte & Touch LLP March 12, 2007 Member of Deloitte Touche Tohmatsu EX-34 (g) (logo) Grant Thornton Accountants and Business Advisors REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders LandAmerica Tax and Flood Services, Inc. We have examined management's assertion, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria ("Management's Report"), that LandAmerica Tax and Flood Services, Inc. (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the U.S. Securities and Exchange Commission's Regulation AB for the residential mortgage backed securities for which the Company served as third-party property tax payment provider on the underlying collateral (the "Platform") as of and for the year ended December 31, 2006, excluding criteria 1122(d)(1)(i)-(iv), 1122(d)(2)(i)-(vii), 1122(d)(3)(i)-(iv), 1122(d)(4)(i)-(x) and 1122(d)(4)(xiii)-(xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform. Management is responsible for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the applicable servicing criteria for the Platform based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria for the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company's servicing activities during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the applicable servicing criteria. In our opinion, management's assertion that LandAmerica Tax and Flood Services, Inc. complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006 is fairly stated, in all material respects. /s/ Grant Thorton LLP Irvine, CA February 20, 2007 18400 Von Karman Avenue Suite 900 Irvine, CA 92612-0525 T 949.553.1600 F 949.553.0168 W www.grantthornton.com Grant Thornton LLP US member of Grant Thornton International EX-34 (h) (logo) KPMG KPMG LLP 1601 Market Street Philadelphia, PA 19103-2499 Report of Independent Registered Public Accounting Firm The Board of Members Regulus Group LLC: We have examined management's assessment for those customers that management has informed us have requested confirmation of compliance, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Regulus Group LLC complied with the servicing criteria set forth in Item 1122(d)(2)(i) and 1122(d)(4)(iv) of the Securities and Exchange Commission's Regulation AB for remittance processing services to those issuers of asset backed securities and servicers of loan and/or receivables portfolios that include pool assets for asset backed securities transactions (the Platform) as of and for the year ended December 31, 2006. Regulus Group LLC has determined that the remainder of the servicing criteria are not applicable to the activities it performs with respect to the Platform as of and for the year ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP Philadelphia, PA February 22, 2007 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 (j) (logo) KPMG KPMG LLP 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309 Report of Independent Registered Public Accounting Firm The Board of Directors Wells Fargo Bank, N.A.: We have examined Wells Fargo Bank, N.A.'s (the Company) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for its primary servicing of residential mortgage loans by its Wells Fargo Home Mortgage division, other than the servicing of such loans for Freddie Mac, Fannie Mae, Ginnie Mae, state and local government bond programs, or a Federal Home Loan Bank (the Platform), except for servicing criteria 1122(d)(1)(iii) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the year ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. Our examination disclosed the following instances of material noncompliance with certain servicing criteria applicable to the Company during the year ended December 31, 2006: 1. 1122(d)(3)(i) - Delinquency Reporting - The Company provided incomplete data to some third parties who use such data to calculate delinquency ratios and determine the status of loans with respect to bankruptcy, foreclosure or real estate owned. Instead of the actual due date being provided for use in calculating delinquencies, the date of the first payment due to the security was provided. 2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - The Company, as required by certain servicing agreements, did not provide investors with prior notification of intent to foreclose. (page) (logo) KPMG As described in the accompanying 2006 Certification Regarding Compliance with Applicable Servicing Criteria, for servicing criteria 1122(d)(2)(i), 1122(d)(2)(vi), 1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xiii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered "servicers" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"), with the exception of those vendors who have provided their own reports on assessment of compliance with servicing criteria to the Company, for which the Company does not take such responsibility. As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. In our opinion, except for the instances of material noncompliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended December 31, 2006. /s/ KPMG LLP Des Moines, Iowa March 1, 2007 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 (k) (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60801-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank, National Association: We have examined the compliance of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. As described in the accompanying management's Assessment of Compliance With Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has policies and KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm of KPMG International, a Swiss cooperative. (page) (logo) KPMG procedures in place designed to provide assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. Our examination disclosed material noncompliance with criterion 1122(d)(3)(i), as applicable to the Company during the twelve months ended December 31, 2006. Certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets. In our opinion, except for the material non-compliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as discussed above, as of and for the twelve months ended December 31, 2006. /s/ KPMG LLP Chicago, IL 60601 March 1, 2007 EX-34 (l) (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60801-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank, National Association: We have examined the compliance of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding transactions issued by any agency or instrumentality of the U.S. government or any government sponsored entity (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. As described in the accompanying management's Assessment of Compliance With Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has policies and KPMG LLP, a U.S. limited liability partnership, in the U.S. member firm of KPMG International, a Swiss cooperative. (page) (logo) KPMG procedures in place designed to provide assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. Our examination disclosed material noncompliance with criterion 1122(d)(3)(i), as applicable to the Company during the twelve months ended December 31, 2006. Certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the pool assets. In our opinion, except for the material non-compliance described above, the Company complied, in all material respects, with the aforementioned servicing criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as discussed above, as of and for the twelve months ended December 31, 2006. /s/ KPMG LLP Chicago, IL 60601 March 1, 2007 EX-34 (m) (logo) KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank National Association: We have examined management's assertion, included in the accompanying Appendix I, that the Document Custody section of the Corporate Trust Services division of Wells Fargo Bank National Association complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and commercial mortgage-backed securities issued on or after January 1, 2006 for which the Company provides document custody services, excluding any publicly issued transactions issued by any government sponsored entity (the Platform) as of and for the twelve months ended December 31, 2006. Management has determined that servicing criteria 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the activities it performs with respect to the Platform, and that all other servicing criteria set forth in Item 1122(d) are not applicable to the document custody services provided by the Company with respect to the Platform. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the period ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois March 1, 2007 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-34 (n) (logo) ERNST & YOUNG Ernst & Young LLP Suite 2800 600 Peachtree Street Atlanta, Georgia 30308-2215 Phone: (404) 874-8300 www.ey.com Report of Independent Registered Public Accounting Firm We have examined management's assertion, included in the accompanying Report on Assessment of Compliance with Securities and Exchange Commission's Regulation AB Servicing Criteria, that ZC Sterling Insurance Agency, Inc. (the Company) complied with certain servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the ZC Sterling Integrated Product Solution (ZIPS) hazard insurance outsourcing Platform (Platform) as of and for the year ended December 31, 2006. The Company has determined that only certain servicing criteria 1122 (d) 1(iv), 1122 (d) 2(vi), 1122 (d) 4(xi), 1122 (d) 4(xii), and 1122 (d) 4(xiii) are applicable to the activities performed by them with respect to the Platform covered by this report. The Company has determined that the remaining servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB are not applicable to the activities performed by them with respect to the Platform covered by this report. See Appendix A of management's assertion for the Platform covered by this report. Management is responsible for the Company's compliance with those servicing criteria, Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the servicing activities related to the Platform, and determining whether the Company performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the Platform. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 for the ZIPS Platform is fairly stated, in all material respects. /s/ Ernst & Young LLP February 20, 2007 A Member Practice of Ernst & Young Global EX-35 (c) (logo) EMC Mortgage Corporation Proven Performance ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE EMC MORTGAGE CORPORATION I, John Vella, President and Chief Executive Officer of EMC Mortgage Corporation ("EMC") as servicer pursuant to the BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2006-AC2 Agreement (the "Agreement") hereby certify that: 1. A review of EMC's activities during the period from and including January 1, 2006 through and including December 31, 2006 (the ""Reporting Period") and EMC's performance under the Agreement has been made under my supervision. 2. To the best of my knowledge, based on such review, EMC has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 12th day of March 2007. BY: /s/ John A. Vella John A. Vella President and Chief Executive Officer 2780 Lake Vista Drive, Lewisville, Texas 75067 Mailing Address: P.O. Box 1292190 Lewisville, Texas 75029-2190 (logo) MBA Member Mortgage Bankers Association of America EX-35 (j) (logo) WELLS FARGO HOME MORTGAGE Wells Fargo Home Mortgage One Home Campus Des Moines,IA 50328-0001 Wells Fargo Bank, N.A. Servicer Compliance Statement 1. I, John B. Brown, Senior Vice President of Wells Fargo Bank, N.A. ("Wells Fargo") hereby state that a review of the activities of Wells Fargo during the calendar year 2006 and of Wells Fargo's performance under the servicing agreement(s) listed on the attached Exhibit A (the "Servicing Agreement(s)") has been made under my supervision. 2. To the best of my knowledge, based on such review , Wells Fargo has fulfilled all of its obligations under the Servicing Agreement(s) in all material respects throughout 2006. /s/ John B. Brown John B. Brown Senior Vice President Wells Fargo Bank, N.A. March 1, 2007 Wells Fargo Home Mortgage is a division of Wells Fargo Bank, N.A. (page) EXHIBIT A
MASTER SERVICER/TRUSTEE CLIENT INV# INV DEAL NAME 708 349 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2006-2 708 B80 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2005-4 708 B84 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2006-1 708 J82 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2004-1 708 L65 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2005-1 708 M46 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2005-3 708 M72 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2005-2 708 N33 WELLS FARGO HE TRUST WELLS FARGO CTS WFHET 2004-2 (page) 106 800 NOMURA PMSR WELLS FARGO CTS NAAC 2005-AP1 106 801 NOMURA PMSR WELLS FARGO CTS NAAC 2004-AP3 106 802 NOMURA PMSR WELLS FARGO CTS NAAC 2005-AP3 106 810 NOMURA PMSR WELLS FARGO CTS NAAC 2005-AP2 106 811 NOMURA PMSR WELLS FARGO CTS NAAC 2005-AP3 106 812 NOMURA PMSR WELLS FARGO CTS NAAC 2005-AR3 106 813 NOMURA PMSR WELLS FARGO CTS NAAC 2005-AR4 106 814 NOMURA PMSR WELLS FARGO CTS NAAC 2005-AR5 106 815 NOMURA PMSR WELLS FARGO CTS NAAC 2006-AP1 106 816 NOMURA PMSR WELLS FARGO CTS NHELI 2006-HEI 106 817 NOMURA PMSR WELLS FARGO CTS 2005-AR6 106 818 NOMURA PMSR WELLS FARGO CTS 2006-AR1 106 819 NOMURA PMSR WELLS FARGO CTS NAAC 2006-AR2 106 821 NOMURA PMSR WELLS FARGO CTS NAAC 2006-AF1 106 822 NOMURA PMSR WELLS FARGO CTS NAAC 2006-AF2 708 232 NOMURA WELLS FARGO CTS NAAC 2004-R2 708 362 NOMURA WELLS FARGO CTS NHELI 2006-WF1 708 392 NOMURA WELLS FARGO CTS NHELI 2006-HE3 708 451 NOMURA WELLS FARGO CTS NAAC 2006-WF1 708 826 NORMURA WELLS FARGO CTS NHEL 2006-AF1 708 L46 NOMURA WELLS FARGO CTS NAAC 2005-WF1 708 M50 NOMURA WELLS FARGO CTS NAAC 2005-AP3 (page) 472 B35 BANK OF AMERICA SERV BAFC 2006-A 472 L63 BANK OF AMERICA SERV BAFC 2005-D 591 J78 BANK OF AMERICA WFB MASTER SERVICING BAFC 2004-1 591 M01 BANK OF AMERICA WFB MASTER SERVICING ABFC 2002-W1 591 M07 BANK OF AMERICA WFB MASTER SERVICING ABFC 2002-WF2 591 P45 BANK OF AMERICA WFB MASTER SERVICING BAFC 2003-1 708 366 BANK OF AMERICA SERV BAFC 2006-4 SS#RB16 708 846-001 BANK OF AMERICA MASTERSERV BAFC 2006-I 708 849-001 BANK OF AMERICA SERV BAFC 2006-J 708 B15 BANK OF AMERICA SERV BAFC 2006-1 708 B30 BANK OF AMERICA SERV BAFC 2005-07 708 B32 BANK OF AMERICA SERV BAFC 2006-D 708 B35 BANK OF AMERICA SERV BAFC 2006-A 708 B42 BANK OF AMERICA SERV BAFC 2006-2 708 B50 BANK OF AMERICA SERV BAFC 2006-3 708 B65 BANK OF AMERICA SERV BAFC 2005-8 708 B83 BANK OF AMERICA SERV BAFC 2006-F 708 L16 BANK OF AMERICA SERV BAFC 2005-2 708 L29 BANK OF AMERICA SERV ABFC 2005-WF1 708 L51 BANK OF AMERICA SERV BAFC 2005-3 708 L63 BANK OF AMERICA SERV BAFC 2005-D 708 L73 BANK OF AMERICA WFB MASTER SERVICING BAFC 2005-E 708 M36 BANK OF AMERICA WFB MASTER SERVICING BAFC 2005-6 SS#R964 708 M76 BANK OF AMERICA SERV BAFC 2005-05 SS#R919 708 P24 BANK OF AMERICA WFB MASTER SERVICING ABFC 2003-WF1 (page) 472 H62 COUNTRYWIDE WFB MASTER SERVICING FNMA 2002-W1 685 H62 COUNTRYWIDE WFB MASTER SERVICING FNMA 2002-W1 (page) 106 300 CSMC WELLS FARGO CTS PMSR CSFB 2003-29 106 301 CSMC WELLS FARGO CTS PMSR CSFB 2003-25 106 302 CSMC WELLS FARGO CTS PMSR CSFB 2003-27 106 303 CSMC WELLS FARGO CTS PMSR CSFB 2004-1 106 305 CSMC WELLS FARGO CTS PMSR CSFB 2004-AR1 106 306 CSMC WELLS FARGO CTS PMSR CSFB 2004-AR2 106 307 CSMC WELLS FARGO CTS PMSR CSFB 2004-AR3 106 308 CSMC WELLS FARGO CTS PMSR CSFB 2004-AR4 106 309 CSMC WELLS FARGO CTS PMSR CSFB 2004-4 106 311 CSMC WELLS FARGO CTS CSFB 2004-AR6 106 314 CSMC WELLS FARGO CTS CSFB 2004-5 106 315 CSMC WELLS FARGO CTS PMSR CSFB 2004-ARMT 1 106 316 CSMC WELLS FARGO CTS PMSR CSFB 2004-8 106 319 CSMC WELLS FARGO CTS PMSR CSFB ARMT 2004-3 106 321 CSMC WELLS FARGO CTS PMSR CSFB 2004-6 106 322 CSMC WELLS FARGO CTS PMSR CSFB 2004-7 106 324 CSMC WELLS FARGO CTS PMSR ARMT 2004-5 106 326 CSMC WELLS FARGO CTS PMSR CSFB 2005-1 106 327 CSMC WELLS FARGO CTS PMSR CSFB 2005-2 106 331 CSMC WELLS FARGO CTS PMSR CSFB 2005-4 106 332 CSMC WELLS FARGO CTS 2004-AR1 106 333 CSMC WELLS FARGO CTS 2004-AR2 106 334 CSMC WELLS FARGO CTS 2004-AR3 106 335 CSMC WELLS FARGO CTS 2004-AR4 106 336 CSMC WELLS FARGO CTS PMSR ARMT 2005-3 106 337 CSMC WELLS FARGO CTS PMSR ARMT 2005-4 106 345 CSMC WELLS FARGO CTS CSFB 2003-19 106 347 CSMC WELLS FARGO CTS PMSR ARMT 2005-5 106 348 CSMC WELLS FARGO CTS PMSR CSFB 2005-5 106 352 CSMC WELLS FARGO CTS PMSR CSFB 2005-6 106 353 CSMC WELLS FARGO CTS PMSR CSFB 2005-6 106 354 CSMC WELLS FARGO CTS PMSR CSFB 2004-3 106 355 CSMC WELLS FARGO CTS PMSR ARMT 2005-6A 106 357 CSMC WELLS FARGO CTS PMSR CSFB 2005-7 106 362 CSMC WELLS FARGO CTS PMSR CSFB 2003-21 106 363 CSMC WELLS FARGO CTS PMSR ARMT 2005-9 106 364 CSMC WELLS FARGO CTS CSFB PMSR 2005-8 106 365 CSMC WELLS FARGO CTS PMSR 2003-AR30 106 369 CSMC WELLS FARGO CTS PMSR 2005-9 106 374 CSMC WELLS FARGO CTS PMSR CSMC 2005-11 106 379 CSMC WELLS FARGO CTS CSMC PMSR 2006-2 106 383 CSMC WELLS FARGO CTS CSMC 2003-AR30 106 384 CSMC WELLS FARGO CTS CSAB 2006-1 106 402 CSMC WELLS FARGO CTS CSMC 2006-6 106 403 CSMC WELLS FARGO CTS ARMT 2006-3 106 405 CSMC WELLS FARGO CTS CSFB 2005-12 106 408 CSMC WELLS FARGO CTS CSMC 2006-8 106 409 CSMC WELLS FARGO CTS CSAB 2006-2 106 508 CSMC WELLS FARGO CTS 2004-CF2 106 519 CSMC WELLS FARGO CTS CSFB 2005-1 106 526 CSMC WELLS FARGO CTS CSFB 2005-3 106 536 CSMC WELLS FARGO CTS CSFB 2005-6 106 542 CSMC WELLS FARGO CTS CSFB 2005-7 (page) 106 544 CSMC WELLS FARGO CTS CSFB 2005-8 106 551 CSMC WELLS FARGO CTS CSFB 2005-10 106 577 CSMC WELLS FARGO CTS CSMC 2006-8a 106 L62 CSMC WELLS FARGO CTS CSFB 2003-27 106 L70 CSMC WELLS FARGO CTS CSFB 2003-21 106 L76 CSMC WELLS FARGO CTS CSFB 2003-23 106 L81 CSMC WELLS FARGO CTS CSFB 2004-3 591 M64 CSMC WELLS FARGO CTS CSFB 2005-8 708 281 CSMC WELLS FARGO CTS FNT 2001-3 CALL DEAL 708 820 CSMC WELLS FARGO CTS CSMC 2006-8 708 821 CSMC WELLS FARGO CTS SEE CAT 708 827 CSMC WELLS FARGO CTS CSMC 2006-9 708 829 CSMC WELLS FARGO CTS CSAB 2006-3 708 839 CSMC WELLS FARGO CTS CSAB-2006-4 708 B49 CSMC WELLS FARGO CTS CSFB 2005-12 708 M64 CSMC WELLS FARGO CTS CSFB 2005-8 708 M86 CSMC WELLS FARGO CTS CSFB 2005-9 (page) 106 S50 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2004-HE3 106 S51 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2005-SD2 106 S52 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2005-SD2 - DSI 106 S53 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2005-HE5 106 S54 DEUTSCHE BANK WELLS FARGO CTS ACE 2005 SD3 106 S55 DEUTSCHE BANK SUB WELLS FARGO CTS 2ACE 2005-SD3 - DSI 106 S56 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2006-SD1 106 S57 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2006-SD1- DSI 106 S58 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2006-SD2 106 S59 DEUTSCHE BANK SUB WELLS FARGO CTS ACE 2006-SD2- DSI 106 X01 DEUTSCHE BANK PMSR WELLS FARGO CTS ACE 2005-HE5 106 X03 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT05AR1 106 X04 DEUTSCHE BANK PMSR WELLS FARGO CTS ACE 2005-HE7 106 X05 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT2005-4 106 X06 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT05-AR2 106 X07 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT2005-5 106 X08 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT2005-6 106 X13 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT 2006-AB2 106 X15 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT 2006-AB3 106 X16 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT 2006-AR3 106 X17 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT 2006-AB4 106 X18 DEUTSCHE BANK PMSR WELLS FARGO CTS DBALT 2006-AR4 106 X19 DEUTSCHE PMSR WELLS FARGO CTS DBALT 2006-AR5 591 H29 DEUTSCHE BANK WELLS FARGO CTS ACE 2001-HE1 591 J27 DEUTSCHE BANK WELLS FARGO CTS ACE 2003-HE1 591 L69 DEUTSCHE BANK WELLS FARGO CTS ACE 2005-SD2 591 Q68 DEUTSCHE BANK WELLS FARGO CTS ACE 2002-HE2 708 372 DEUTSCHE BANK WELLS FARGO CTS DBALT 2006-AB3 708 483 DEUTSCHE BANK WELLS FARGO CTS DBALT 2006-AB4 708 830 DEUTSCHE BANK WELLS FARGO CTS DBALT 2006-AR5 708 B63 DEUTSCHE BANK WELLS FARGO CTS DBALT 2006-AF1 708 B88 DEUTSCHE BANK WELLS FARGO CTS DBALT 2006-AB1 708 J83 DEUTSCHE BANK WELLS FARGO CTS ACE 2004-HE1 708 L86 DEUTSCHE BANK WELLS FARGO CTS ACE 2005-WF1 (page) 591 185 EMC WELLS FARGO CTS BSALTA 2006-8 708 341 EMC WELLS FARGO CTS BSABS 2006-2 708 342 EMC WELLS FARGO CTS BSARM 2006-2 591 369 EMC WELLS FARGO CTS BSALTA 2006-4 708 369 EMC WELLS FARGO CTS BSALTA 2006-4 472 376 EMC WELLS FARGO CTS 2001-2 591 376 EMC WELLS FARGO CTS 2001-2 685 376 EMC WELLS FARGO CTS 2001-2 472 382 EMC WELLS FARGO CTS 2001-1 472 437 EMC WELLS FARGO CTS BSABS 2006-SD3 591 437 EMC WELLS FARGO CTS BSABS 2006-SD3 685 437 EMC WELLS FARGO CTS BSABS 2006-SD3 708 437 EMC WELLS FARGO CTS BSABS 2006-SD3 472 888 EMC WELLS FARGO CTS BSALTA 2006-7 708 888 EMC WELLS FARGO CTS BSALTA 2006-7 708 909 EMC WELLS FARGO CTS BSALTA 2004-7 685 931 EMC WELLS FARGO CTS BSABS 2004-SD3 708 931 EMC WELLS FARGO CTS BSABS 2004-SD3 591 B13 EMC WELLS FARGO CTS BART 2006-1 708 B13 EMC WELLS FARGO CTS BART 2006-1 591 B22 EMC WELLS FARGO CTS PRIME 2004-2 708 B22 EMC WELLS FARGO CTS PRIME 2004-2 472 B23 EMC WELLS FARGO CTS BSABS 2006-SD1 685 B23 EMC WELLS FARGO CTS BSABS 2006-SD1 708 B23 EMC WELLS FARGO CTS BSABS 2006-SD1. 591 B53 EMC WELLS FARGO CTS BSALTA 2005-10 708 B66 EMC WELLS FARGO CTS BART 2005-12 591 B88 EMC WELLS FARGO CTS * 591 D29 EMC WELLS FARGO CTS BSARM 2004-8 708 D29 EMC WELLS FARGO CTS BSARM 2004-8 591 H68 EMC WELLS FARGO CTS WFHM 2002-W08 472 H78 EMC WELLS FARGO CTS FNMA 2002-26 685 H78 EMC WELLS FARGO CTS EMC FNMA 2002-26 591 H82 EMC WELLS FARGO CTS BART 2003-6 472 H84 EMC WELLS FARGO CTS FNMA 2002-33 685 H84 EMC WELLS FARGO CTS FNMA 2002-33 472 H94 EMC WELLS FARGO CTS BSABS 2002-1 591 H94 EMC WELLS FARGO CTS BSABS 2002-1 685 H94 EMC WELLS FARGO CTS BSABS 2002-1 591 J05 EMC WELLS FARGO CTS BSABS 685 J05 EMC WELLS FARGO CTS BSABS 708 J05 EMC WELLS FARGO CTS BSABS 591 J12 EMC WELLS FARGO CTS BART 2003-7 708 J12 EMC WELLS FARGO CTS BART 2003-7 472 J17 EMC WELLS FARGO CTS BSABS 2003-SD3 591 J17 EMC WELLS FARGO CTS BSABS 2003-SD3 685 J17 EMC WELLS FARGO CTS BSABS 2003-SD3 708 J17 EMC WELLS FARGO CTS BSABS 2003-SD3 (page) 591 J29 EMC WELLS FARGO CTS OPTRED 12-03 685 J29 EMC WELLS FARGO CTS OPTRED 12-03 472 J55 EMC WELLS FARGO CTS PRIME TRUST 2004-CL1 591 J55 EMC WELLS FARGO CTS PRIME TRUST 2004-CL1 685 J55 EMC WELLS FARGO CTS PRIME TRUST 2004-CL1 591 J61 EMC WELLS FARGO CTS BART 2004-1 708 J61 EMC WELLS FARGO CTS BART 2004-1 591 J72 EMC WELLS FARGO CTS PRIME TRUST 2004-CL2 472 J76 EMC WELLS FARGO CTS BSABS 2004-SD1 591 J76 EMC WELLS FARGO CTS BSABS 2004-SD1 685 J76 EMC WELLS FARGO CTS BSABS 2004-SD1 708 J76 EMC WELLS FARGO CTS BSABS 2004-SD1 472 J79 EMC WELLS FARGO CTS BSALTA 2005-5 591 J79 EMC WELLS FARGO CTS BSALTA 2005-5 591 J94 EMC WELLS FARGO CTS BSABS 2004-SD2 708 J94 EMC WELLS FARGO CTS BSABS 2004-SD2 708 K22 EMC WELLS FARGO CTS BART 2004-11 708 L00 EMC WELLS FARGO CTS BART 2005-1 708 L05 EMC WELLS FARGO CTS BSALTA 2005-2 472 L27 EMC WELLS FARGO CTS BSALTA 2005-4 591 L27 EMC WELLS FARGO CTS BALTA 2005-4 591 L50 EMC WELLS FARGO CTS BART 2005-4 708 L50 EMC WELLS FARGO CTS BART 2005-4 708 L56 EMC WELLS FARGO CTS PRIME 2005-2 591 L81 EMC WELLS FARGO CTS BART 2005-5 708 L81 EMC WELLS FARGO CTS BART 2005-5 MS#B378 472 M43 EMC WELLS FARGO CTS BART 2005-10 SS#B443 591 M43 EMC WELLS FARGO CTS BART 2005-10 708 M43 EMC WELLS FARGO CTS BART 2005-10 SS#B443 708 M53 EMC WELLS FARGO CTS BSABS I 2005-AC6 MS#B398 708 M61 EMC WELLS FARGO CTS PRIME 2005-3 MS#R937 708 M78 EMC WELLS FARGO CTS PRIME 2005-4 S/S#R953 708 M87 EMC WELLS FARGO CTS BART 2005-9 S/S#B431 472 M88 EMC WELLS FARGO CTS BSABS 2005-SD4 591 M88 EMC WELLS FARGO CTS BSABS 2005-SD4 685 M88 EMC WELLS FARGO CTS BSABS 2005-SD4 708 M88 EMC WELLS FARGO CTS BSABS 2005-SD4 591 P25 EMC WELLS FARGO CTS BSART 2003-1 708 P25 EMC WELLS FARGO CTS BSART 2003-1 472 P28 EMC WELLS FARGO CTS BSABS 2003-1 591 P28 EMC WELLS FARGO CTS BSABS 2003-1 685 P28 EMC WELLS FARGO CTS BSABS 2003-1 591 P47 EMC WELLS FARGO CTS BART 2003-3 708 P47 EMC WELLS FARGO CTS BART 2003-3 472 P69 EMC WELLS FARGO CTS BSABS 2003-2 591 P69 EMC WELLS FARGO CTS BSABS 2003-2 685 P69 EMC WELLS FARGO CTS BSABS 2003-2 708 P69 EMC WELLS FARGO CTS BSABS 2003-2 472 P76 EMC WELLS FARGO CTS FNMA GT 685 P76 EMC WELLS FARGO CTS FNMA GT 472 P80 EMC WELLS FARGO CTS SAMI 2003-CL1 591 P86 EMC WELLS FARGO CTS BSARM 2003-5 (page) 708 P86 EMC WELLS FARGO CTS BSARM 2003-5 472 P95 EMC WELLS FARGO CTS BSABS 2003-SD1 591 P95 EMC WELLS FARGO CTS BSABS 2003-SD1 685 P95 EMC WELLS FARGO CTS BSABS 2003-SD1 708 P95 EMC WELLS FARGO CTS BSABS 2003-SD1 472 Q15 EMC WELLS FARGO CTS 5435-5437 685 Q15 EMC WELLS FARGO CTS 5435-5437 472 Q24 EMC WELLS FARGO CTS BSABS 2002-2 591 Q24 EMC WELLS FARGO CTS BSABS 2002-2 685 Q24 EMC WELLS FARGO CTS BSABS 2002-2 591 Q81 EMC WELLS FARGO CTS BART 2002-11 708 Q81 EMC WELLS FARGO CTS BART 2002-11 472 Q82 EMC WELLS FARGO CTS 2002-90 FNMA 685 Q82 EMC WELLS FARGO CTS FNMA 2002-90 591 Q94 EMC WELLS FARGO CTS BSARM 2002-12 708 Q94 EMC WELLS FARGO CTS BSARM 2002-12 106 V51 EMC SUB BSABS WELLS FARGO CTS BSABS 2005-SD3 2005-SD3 106 V52 EMC SUB BSABS WELLS FARGO CTS BSABS 2005-SD4 2005-SD4 106 Y24 EMC PMSR WELLS FARGO CTS BSALTA 2004-10 BSALTA 2004-10 106 Y25 EMC PMSR WELLS FARGO CTS BSALTA 2004-11 BSALTA 2004-11 106 Y26 EMC PMSR WELLS FARGO CTS BSABS 2002-AC1 BSABS 2002-AC1 106 Y32 EMC PMSR WELLS FARGO CTS BSABS 2003-AC3 BSABS 2003-AC3 106 Y33 EMC PMSR WELLS FARGO CTS BSABS 2003-AC4 BSABS 2003-AC4 106 Y34 EMC PMSR WELLS FARGO CTS BSABS 2003-AC5 BSABS 2003-AC5 106 Y35 EMC PMSR WELLS FARGO CTS BSABS 2003-AC6 BSABS 2003-AC6 106 Y36 EMC PMSR WELLS FARGO CTS BSABS 2003-AC7 BSABS 2003-AC7 106 Y37 EMC PMSR WELLS FARGO CTS BSABS 2004-AC1 BSABS 2004-AC1 106 Y38 EMC PMSR WELLS FARGO CTS BSABS 2004-AC2 BSABS 2004-AC2 106 Y39 EMC PMSR WELLS FARGO CTS BSABS 2004-AC3 BSABS 2004-AC3 106 Y40 EMC PMSR WELLS FARGO CTS BSABS 2004-AC4 BSABS 2004-AC4 106 Y41 EMC PMSR WELLS FARGO CTS BSABS 2004-AC5 BSABS 2004-AC5 106 Y42 EMC PMSR WELLS FARGO CTS BSABS 2004-AC6 BSABS 2004-AC6 106 Y43 EMC PMSR WELLS FARGO CTS BSABS 2004-AC7 BSABS 2004-AC7 106 Y44 EMC PMSR WELLS FARGO CTS BSABS 2005-AC1 BSABS 2005-AC1 (page) 106 Y45 EMC PMSR WELLS FARGO CTS BSABS 2005-AC2 BSABS 2005-AC2 106 Y46 EMC PMSR WELLS FARGO CTS BSABS 2005-AC3 BSABS 2005-AC3 106 Y47 EMC PMSR WELLS FARGO CTS PRIME 2003-2 PRIME 2003-2 106 Y48 EMC PMSR WELLS FARGO CTS PRIME 2003-3 PRIME 2003-3 106 Y49 EMC PMSR WELLS FARGO CTS PRIME 2004-1 PRIME 2004-1 106 Y50 EMC PMSR WELLS FARGO CTS PRIME 2005-1 PRIME 2005-1 106 Y53 EMC PMSR WELLS FARGO CTS PRIME 2005-2 PRIME 2005-2 106 Y64 EMC PMSR WELLS FARGO CTS BSABS 2003-AC4 BSABS 2003-AC4 106 Y65 EMC PMSR WELLS FARGO CTS BSABS 2004-AC4 BSABS 2004-AC4 106 Y66 EMC PMSR WELLS FARGO CTS BSABS 2005-AC1 BSABS 2005-AC1 106 Y68 EMC PMSR WELLS FARGO CTS PRIME 2005-5 PRIME 2005-5 106 Y69 EMC PMSR WELLS FARGO CTS BSABS 2006-AC1 BSABS 2006-AC1 106 Y70 EMC PMSR WELLS FARGO CTS BSABS 2006-AC2 BSABS 2006-AC2 106 Y72 EMC PMSR WELLS FARGO CTS BSABS 2004-AC4 BSABS 2004-AC4 106 Y74 EMC PMSR WELLS FARGO CTS BSALTA 2004-03 BSALTA 2004-03 106 Y75 EMC PMSR WELLS FARGO CTS BSALTA 2004-04 BSALTA 2004-04 106 Y76 EMC PMSR WELLS FARGO CTS BSALTA 2004-06 BSALTA 2004-06 106 Y77 EMC PMSR WELLS FARGO CTS BSALTA 2004-08 BSALTA 2004-08 106 Y78 EMC PMSR WELLS FARGO CTS BSALTA 2004-09 BSALTA 2004-09 106 Y79 EMC PMSR WELLS FARGO CTS BSALTA 2004-12 BSALTA 2004-12 106 Y80 EMC PMSR WELLS FARGO CTS BSALTA 2005-02 BSALTA 2005-02 106 Y81 EMC PMSR WELLS FARGO CTS BSALTA 2005-03 BSALTA 2005-03 106 Y84 EMC PMSR WELLS FARGO CTS BSALTA 2004-07 BSALTA 2004-07 106 Y85 EMC PMSR WELLS FARGO CTS BSALTA 2005-04 BSALTA 2005-04 106 Y86 EMC PMSR WELLS FARGO CTS BSALTA 2005-05 BSALTA 2005-05 106 Y87 EMC PMSR WELLS FARGO CTS BSABS 2005-AC4 BSABS 2005-AC4 (page) 106 Y88 EMC PMSR WELLS FARGO CTS BSABS 2005-AC5 BSABS 2005-AC5 106 Y89 EMC PMSR WELLS FARGO CTS BSALTA 2005-07 BSALTA 2005-07 106 Y91 EMC PMSR WELLS FARGO CTS BSABS 2005-AC6 BSABS 2005-AC6 106 Y92 EMC PMSR WELLS FARGO CTS BSALTA 2005-08 BSALTA 2005-08 106 Y93 EMC PMSR WELLS FARGO CTS BSABS 2005-AC7 BSABS 2005-AC7 106 Y94 EMC PMSR WELLS FARGO CTS BSALTA 2005-09 BSALTA 2005-09 106 Y96 EMC PMSR WELLS FARGO CTS PRIME 2005-4GRP PRIME 2005- 4GRP 106 Y97 EMC PMSR WELLS FARGO CTS LUMINENT 2005-1 106 Y98 EMC PMSR WELLS FARGO CTS BSABS 2005-AC8 BSABS 2005-AC8 106 Y99 EMC PMSR WELLS FARGO CTS BSABS 2005-AC9 BSABS 2005-AC9 106 ZO1 EMC PMSR WELLS FARGO CTS BSALTA 2005-10 BSALTA 2005-10 106 Z02 EMC PMSR WELLS FARGO CTS BSALTA 2006-01 BSALTA 2006-01 106 Z03 EMC PMSR WELLS FARGO CTS BSALTA 2004-08 BSALTA 2004-08 106 Z04 EMC PMSR WELLS FARGO CTS BSALTA 2005-04 BSALTA 2005-04 106 Z05 EMC PMSR WELLS FARGO CTS BSALTA 2005-04 BSALTA 2005-04 106 Z06 EMC PMSR WELLS FARGO CTS BSARM 2005-3 BSARM 2005-3 106 Z07 EMC PMSR WELLS FARGO CTS BSARM 2005-4 BSARM 2005-4 106 Z08 EMC PMSR WELLS FARGO CTS BSALTA 2005-5 BSALTA 2005-5 106 Z09 EMC PMSR WELLS FARGO CTS BSALTA 2005-7 BSALTA 2005-7 106 Z10 EMC PMSR WELLS FARGO CTS BSALTA 2005-7 BSALTA 2005-7 106 Z11 EMC PMSR WELLS FARGO CTS BSARM 2005-7 BSARM 2005-7 106 Z12 EMC PMSR WELLS FARGO CTS BSARM 2005-6 BSARM 2005-6 106 Z13 EMC PMSR WELLS FARGO CTS BSALTA 2005-8 BSALTA 2005-8 106 Z14 EMC PMSR WELLS FARGO CTS BSALTA 2005-9 BSALTA 2005-9 106 Z15 EMC PMSR WELLS FARGO CTS BSALTA 2005-9 BSALTA 2005-9 106 Z16 EMC PMSR WELLS FARGO CTS BSARM 2005-12 BSARM 2005-12 (page) 106 Z17 EMC PMSR WELLS FARGO CTS BSALTA 2005-02 BSALTA 2005-02 106 Z18 EMC PMSR WELLS FARGO CTS BSALTA 2005-5 BSALTA 2005-5 106 Z22 EMC PMSR WELLS FARGO CTS BSALTA 2004-3 BSALTA 2004-3 106 Z23 EMC PMSR WELLS FARGO CTS BSALTA 2004-4 BSALTA 2004-4 106 Z24 EMC PMSR WELLS FARGO CTS BSALTA 2004-5 BSALTA 2004-5 106 Z25 EMC PMSR WELLS FARGO CTS BSALTA 2004-6 BSALTA 2004-6 106 Z26 EMC PMSR WELLS FARGO CTS BSALTA 2004-7 BSALTA 2004-7 106 Z27 EMC PMSR WELLS FARGO CTS BSALTA 2004-8 BSALTA 2004-8 106 Z28 EMC PMSR WELLS FARGO CTS BSALTA 2004-9 BSALTA 2004-9 106 Z29 EMC PMSR WELLS FARGO CTS BSALTA 2004-10 BSALTA 2004-10 106 Z30 EMC PMSR WELLS FARGO CTS BSALTA 2004-11 BSALTA 2004-11 106 Z31 EMC PMSR WELLS FARGO CTS BSARM 2004-8 BSARM 2004-8 106 Z32 EMC PMSR WELLS FARGO CTS BSALTA 2004-12 BSALTA 2004-12 106 Z33 EMC PMSR WELLS FARGO CTS BSARM 2004-12 BSARM 2004-12 106 Z34 EMC PMSR WELLS FARGO CTS BSALTA 2005-02 BSALTA 2005-02 106 Z35 EMC PMSR WELLS FARGO CTS BSARM 2005-1 BSARM 2005-1 106 Z36 EMC PMSR WELLS FARGO CTS BSALTA 2005-3 BSALTA 2005-3 106 Z37 EMC PMSR WELLS FARGO CTS BSALTA 2006-2 BSALTA 2006-2 106 Z38 EMC PMSR WELLS FARGO CTS BSABS 2006-AC1 BSABS 2006-AC1 106 Z39 EMC PMSR WELLS FARGO CTS BSABS 2006-AC3 BSABS 2006-AC3 106 Z40 EMC PMSR WELLS FARGO CTS BSALTA 2006-3 BSALTA 2006-3 106 Z44 EMC PMSR WELLS FARGO CTS BSALTA 2005-8 BSALTA 2005-8 106 Z46 EMC PMSR WELLS FARGO CTS PRIME 2006-1 PRIME 2006-1 106 Z47 EMC PMSR WELLS FARGO CTS BSABS 2006-SD2 BSABS 2006-SD2 106 Z50 EMC PMSR WELLS FARGO CTS BSALTA 2004-11 BSALTA 2004-11 106 Z51 EMC PMSR WELLS FARGO CTS BSALTA 2004-12 BSALTA 2004-12 (page) 106 Z52 EMC PMSR WELLS FARGO CTS BSABS 2006-AC2 BSABS 2006-AC2 106 Z53 EMC PMSR WELLS FARGO CTS BSABS 2006-AC4 BSABS 2006-AC4 106 Z54 EMC PMSR BSMF WELLS FARGO CTS BSMF 2006-AC1 2006-AC1 106 Z55 EMC PMSR WELLS FARGO CTS BSABS 2005-AC9 BSABS 2005-AC9 106 Z56 EMC PMSR WELLS FARGO CTS BSABS 2006-AC1 BSABS 2006-AC1 106 Z57 EMC PMSR WELLS FARGO CTS BSABS 2006-AC2 BSABS 2006-AC2 106 Z58 EMC PMSR WELLS FARGO CTS BSALTA 2006-7a BSALTA 2006-7a 106 Z59 EMC PMSR WELLS FARGO CTS BSABS 2006-AC3 BSABS 2006-AC3 106 Z60 EMC PMSR WELLS FARGO CTS PRIME 2005-2 PRIME 2005-2 106 Z61 EMC PMSR WELLS FARGO CTS PRIME 2005-5 PRIME 2005-5 106 Z62 EMC PMSR WELLS FARGO CTS PRIME 2006-1 PRIME 2006-1 (page 708 F32 GOLDMAN SACHS WELLS FARGO CTS GSR 2004-14 472 440 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2006-RP2 472 B70 GOLDMAN SACHS WELLS FARGO CTS GSR 2006-AR2 591 822 GOLDMAN SACHS WELLS FARGO CTS GSRPM 2006-16 591 L18 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR2 591 L66 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR4 685 440 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2006-RP2 685 L02 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2005-RP1 708 395 GOLDMAN SACHS WELLS FARGO CTS GSAA 2006-14 708 440 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2006-RP2 708 822 GOLDMAN SACHS WELLS FARGO CTS GSRPM 2006-16 708 B07 GOLDMAN SACHS WELLS FARGO CTS GSR 2006-AR1 708 B70 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR2 708 K42 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR1 708 L02 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2005-RP1 708 L18 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR2 708 L34 GOLDMAN SACHS WELLS FARGO CTS GSAA 2005-5 708 L64 GOLDMAN SACHS WELLS FARGO CTS GSAA 2005-7 708 L66 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR4 106 G03 GOLDMAN PMSR GSAA 2006-1 WELLS FARGO CTS GSAA 2005-9 106 G07 GOLDMAN PMSR GSR 2005-9F WELLS FARGO CTS GSR 2005-8F 106 G08 GOLDMAN PMSR GSR 2005-AR WELLS FARGO CTS GSR 2005-9F 106 G09 GOLDMAN PMSR GSR 2005AR5 WELLS FARGO CTS GSR 2005-AR3 106 G11 GOLDMAN PMSR GSAA 200512 WELLS FARGO CTS GSAA 2005-11 106 G13 GOLDMAN PMSR GSAA 2005-6 WELLS FARGO CTS GSAA 2005-14 106 G14 GOLDMAN PMSR GSAA 2005-9 WELLS FARGO CTS GSAA 2005-6 106 G15 GOLDMAN PMSR GSAA 200615 WELLS FARGO CTS GSAA 2006-13 708 461 GOLDMAN SACHS WELLS FARGO CTS GSAA 2006-16 708 840 GOLDMAN SACHS WELLS FARGO CTS GSAA 2006-18 472 J11 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-02 472 J18 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-03 472 J62 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2004-1 472 K42 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR1 472 L02 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2005-RP1 472 P48 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-1 685 403 GOLDMAN SACHS WELLS FARGO CTS RMSC 1994-7 TRUST COLLAPS 685 J11 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-02 685 J18 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-03 685 J62 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2004-1 708 J62 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2004-1 708 M31 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR7 708 M57 GOLDMAN SACHS WELLS FARGO CTS GSR 2005-AR5 708 M92 GOLDMAN SACHS WELLS FARGO CTS GSAA 2005-12 936 J80 GOLDMAN SACHS GMPS 2003-2 WELLS FARGO CTS GSAMPS 2003-2 936 J81 GOLDMAN SACHS MTGE CO WELLS FARGO CTS GSAMPS 2003-3 936 J82 GOLDMAN SACH GSMPS2004-01 WELLS FARGO CTS GSMPS 2004-1 936 J83 GOLDMAN SACHS GSMPS2004-3 WELLS FARGO CTS GSMPS 2004-3 708 J11 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-02 708 J18 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-03 685 P48 GOLDMAN SACHS WELLS FARGO CTS GSMPS 2003-1 (page) 106 U06 GREENWICH PMSR SOUNDVIEW WF MASTER SERVICING SOUNDVIEW 2006-NLC1 708 M79 GREENWICH WFB MASTER SERVICING RBSGC 2005-A S/S #RB06 (page) 106 202 HSBC PMSR FFML 2006-FF11 WF MASTER SERVICING FFML 2006-FF11 106 203 HSBC PMSR HASCO 2006 HE1 WF MASTER SERVICING HASCO 2006 HE1 (page) 106 265 UBS SUB FROM HUD 601#2 UBS * 106 909 UBS PMSR GMAC WHOLE LNS UBS UBS GMAC WHOLE LOANS 106 915 UBS PMSR WHOLE LOANS UBS UBS WHOLE LOAN 472 H00 UBS UBS MMSTR 2004-1 AAR 591 H00 UBS UBS MMSTR 2004-1 AAR 685 H00 UBS UBS MMSTR 2004-1 AAR 708 H00 UBS UBS MMSTR 2004-1 AAR 591 H02 UBS UBS MASTR 2006-1 591 H03 UBS UBS * 472 K32 UBS UBS FANNIE MAE 2004-W14 685 K32 UBS UBS FANNIE MAE 2004-W14 708 K32 UBS UBS FANNIE MAE 2004-W14 472 L09 UBS UBS MARP 2005-1 685 L09 UBS UBS MARP 2005-1 708 L09 UBS UBS MARP 2005-1 708 M99 UBS UBS UBS 106 Q50 UBS SUB MASC 2004-2 UBS MASD 2004-2 106 Q51 UBS SUB MASTR SLT 2005-1 UBS UBS MASTR SLT 2005-1 106 Q52 UBS SUB MASD 2005-2 UBS MASD 2005-2 106 Q53 UBS SUB MASD 2005-3 UBS MASD 2005-3 106 Q54 UBS SUB MASD 2006-1 UBS MASD 2006-1 106 Q55 UBS SUB MASD 2006-2 UBS MASD 2006-2 106 Q56 UBS SUB MASD 2006-3 UBS MASD 2006-3 708 U04 UBS BANK UBS BANK UBS BANK 708 426 UBS WARBURG UBS WARBURG * 708 L76 UBS WARBURG UBS WARBURG WFMR 2005-M06 472 P68 UBS WARBURG UBS WARBURG WFHM CONFORMING (page) 106 726 LEHMAN PMSR SASCO 2006BC WELLS FARGO MASTER SERV SASCO 2006-BC3 106 729 LEHMAN PMSR SASCO 06-BC5 WELLS FARGO MASTER SERV SASCO 2006-BC5 106 731 LEHMAN PMSR SASCO 06-BC4 WELLS FARGO MASTER SERV SASCO 2006-BC4 106 K13 LEHMAN SUB SASCO 2006-BC5 WELLS FARGO MASTER SERV SASCO 2006-BC5 106 K16 LEHMAN SUB SASCO 2006-BC2 WELLS FARGO MASTER SERV SASCO 2006-BC2 106 K18 LEHMAN SUB SAIL 2006-3 WELLS FARGO MASTER SERV SAIL 2006-3 106 K68 LEHMAN SUB 2004-7 DSI WELLS FARGO MASTER SERV SAIL 2004-7 DSI (page) 708 175 MASSACHUSETTS MUTUAL WFB MASTER SERVICING * (page) 591 B04 MORGAN STANLEY WELLS FARGO CTS MSM 2005-11AR 591 BO1 MORGAN STANLEY WELLS FARGO CTS MSM 2005-9AR 591 B18 MORGAN STANLEY WELLS FARGO CTS MSM 2006-3AR 591 M33 MORGAN STANLEY WELLS FARGO CTS MSM 2005-6AR 591 M58 MORGAN STANLEY WELLS FARGO CTS MSM 2005-5AR 708 BO1 MORGAN STANLEY WELLS FARGO CTS MSM 2005-9AR 708 B04 MORGAN STANLEY WELLS FARGO CTS MSM 2005-11AR 708 B18 MORGAN STANLEY WELLS FARGO CTS MSM 2006-3AR 708 B17 MORGAN STANLEY WELLS FARGO CTS MSM 2006-1AR 106 P05 MORGAN PMSR MSM 2004-6AR WELLS FARGO CTS MSM 2004-6AR 106 P06 MORGAN PMSR MSM 7AR WELLS FARGO CTS MSM 7AR 106 P07 MORGAN PMSR MSM 4 WELLS FARGO CTS MSM 4 106 P08 MORGAN PMSR MSM 8AR WELLS FARGO CTS MSM 8AR 106 P09 MORGAN PMSR MSM 9 WELLS FARGO CTS MSM 9 106 P10 MORGAN PMSR MSM 10AR WELLS FARGO CTS MSM 1OAR 106 P11 MORGAN PMSR MSM 11AR WELLS FARGO CTS MSM 11AR 106 P12 MORGAN PMSR MSM 20051FIN WELLS FARGO CTS MSM 20051F1N 106 P13 MORGAN PMSR MSM20052ARFIN WELLS FARGO CTS MSM20052ARFIN 106 P15 MORGAN PMSR MSM 2005-6AR WELLS FARGO CTS MSM 2005-6AR 106 P16 MORGAN PMSR MSM 2005-4 WELLS FARGO CTS MSM 2005-4 106 P17 MORGAN PMSR MSM 2005-5AR WELLS FARGO CTS MSM 2005-5AR 106 P25 MORGAN PMSR MSM 2005-7 WELLS FARGO CTS MSM 2005-7 106 P32 MORGAN PMSR MSM 2005-3AR WELLS FARGO CTS MSM 2005-3AR 106 P35 MORGAN PMSR MSM 2005-10 WELLS FARGO CTS MSM 2005-10 106 P36 MORGAN PMSR MSM 2005-9AR WELLS FARGO CTS MSM 2005-9AR 106 P37 MORGAN PMSR MSM 2005-11AR WELLS FARGO CTS MSM 2005-11AR 106 P38 MORGAN PMSR MSM 2006-1AR WELLS FARGO CTS MSM 2006-1AR 106 P39 MORGAN PMSR MSM 2006-2AR WELLS FARGO CTS MSM 2006-2AR 106 P40 MORGAN PMSR MSM 2006-3AR WELLS FARGO CTS MSM 2006-3AR 106 P46 MORGAN PMSR MSM 2006-7 WELLS FARGO CTS MSM 2006-7 106 P56 MORGAN PMSR MSM 2006-11 WELLS FARGO CTS MSM 2006-11 106 P58 MORGAN PMSR MSM 2006-6AR WELLS FARGO CTS MSM 2006-6AR 106 P59 MORGAN PMSR MSM 2006-8AR WELLS FARGO CTS MSM 2006-8AR 106 P62 MORGAN PMSR MSM 2006-9AR WELLS FARGO CTS MSM 2006-9AR 106 P63 MORGAN PMSR MSM 2006-2 WELLS FARGO CTS MSM 2006-2 708 J63 MORGAN STANLEY WELLS FARGO CTS MSM 2004-2AR 708 M33 MORGAN STANLEY WELLS FARGO CTS MSM 2005-6AR 708 M58 MORGAN STANLEY WELLS FARGO CTS MSM 2005-5AR 472 B08 MORGAN STANLEY WELLS FARGO CTS * 708 389 MORGAN STANLEY WILSHIRE FHA LOAN ATTN ROSS LEVINE (page) 106 V0l SOCIETE GEN PMSR WHOLE WELLS FARGO CTS SOC GEN WHOLE LN 106 V03 SOCIETE GEN PMSR WELLS FARGO CTS SGMS 2006-FRE2 (page) 106 H62 SOPAC 1998-1 Wells Fargo CTS SOPAC 98-1 106 H63 SOPAC 1998-2 Wells Fargo CTS SOPAC 98-2 (page) 591 H76-001 THORNBURG WFB MASTER SERVICING TMST 2002-2 591 H76-002 THORNBURG WFB MASTER SERVICING WFHM 2002-W46 591 H76-003 THORNBURG WFB MASTER SERVICING WFHM 2002-W53 591 H76-004 THORNBURG WFB MASTER SERVICING WFHM 2002-W52 591 J73 THORNBURG WFB MASTER SERVICING THORNBURG 2004-1 591 P43 THORNBURG WFB MASTER SERVICING TMST 2003-2 708 382 THORNBURG WFB MASTER SERVICING TMST 2006-4 708 390 THORNBURG WFB MASTER SERVICING TMST 2006-5 708 B09-001 THORNBURG WFB MASTER SERVICING BOA SALE 708 B09-002 THORNBURG WFB MASTER SERVICING TMST 2006-1 708 B60 THORNBURG WFB MASTER SERVICING TMST 2005-4 708 J73 THORNBURG WFB MASTER SERVICING THORNBURG 2004-1 708 L68 THORNBURG WFB MASTER SERVICING EMC TRNSF HORNBURG 2005-2 708 M84 THORNBURG WFB MASTER SERVICING TMST 2005-3 708 M84-001 THORNBURG WFB MASTER SERVICING WELLS 2005-20/LEHMAN SALE 708 P16 THORNBURG WFB MASTER SERVICING WFHM 2003-W06 708 P43 THORNBURG WFB MASTER SERVICING TMST 2003-2 (page) 708 H06 UBS WARBURG WFB MASTER SERVICING * 472 J15 UBS WARBURG WFB MASTER SERVICING SEE CAT 685 J15 UBS WARBURG WFB MASTER SERVICING * 472 M59 UBS WARBURG WFB MASTER SERVICING MARP 2005-2 685 M59 UBS WARBURG WFB MASTER SERVICING MARP 2005-2 472 H04 UBS WARBURG WFB MASTER SERVICING * 106 904 UBS PMSR MAST2005-2 WFB MASTER SERVICING MAST 2005-2 106 905 UBS PMSR MABS05-AB1 WFB MASTER SERVICING MABS 05-AB1 106 908 UBS PMSR MALT2005-5 WFB MASTER SERVICING MALT2005-5 106 910 UBS PMSR MALT2005-3 WFB MASTER SERVICING MALT2005-3 106 911 UBS PMSR MALT2005-4 WFB MASTER SERVICING MALT2005-4 106 913 UBS PMSR MAST2005-6 WFB MASTER SERVICING MASTR 05-6 106 919 UBS PMSR MALT 2006-1 WFB MASTER SERVICING MALT 2006-1 106 920 UBS PMSR MABS 06-AB1 WFB MASTER SERVICING MABS06-AB1 106 921 UBS PMSR MABS 2006-NC1 WFB MASTER SERVICING MABS 2006-NC1 106 922 UBS PMSR MASTR 2006-HE1 WFB MASTER SERVICING MASTR 2006-HE1 106 923 UBS PMSR MAST 2006-1 WFB MASTER SERVICING MAST 2006-1 106 924 UBS PMSR MASTR 2006-2 WFB MASTER SERVICING MASTR 2006-2 106 931 UBS PMSR MABS 2006-HE4 WFB MASTER SERVICING MABS 2006-HE4 708 H02 UBS WARBURG WFB MASTER SERVICING * 708 H03 UBS WARBURG WFB MASTER SERVICING * 591 H04 UBS WARBURG WFB MASTER SERVICING * 708 H04 UBS WARBURG WFB MASTER SERVICING * 708 H05 UBS WARBURG WFB MASTER SERVICING * 708 J15 UBS WARBURG WFB MASTER SERVICING * 591 J90 UBS WARBURG WFB MASTER SERVICING OPTRED 04-2004 708 J90 UBS WARBURG WFB MASTER SERVICING * 708 M32 UBS WFB MASTER SERVICING MABS 2005-AB1 708 M59 UBS WFB MASTER SERVICING MARP 2005-2 708 M71 UBS WFB MASTER SERVICING MASTR 2005-WF1 S/S#U219 591 Q27 UBS WARBURG WFB MASTER SERVICING MARM 2002-3 591 Q32 UBS WARBURG WFB MASTER SERVICING WFHM 2002-S01 591 P23 UBS WARBURG WFB MASTER SERVICING MSSTR 2003-1 708 P23 UBS WARBURG WFB MASTER SERVICING MSSTR 2003-1 (page) WACHOVIA WELLS FARGO CTS * NATIONAL 685 D61 BANK 708 280 WACHOVIA WELLS FARGO CTS *
EX-35 (k) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. March 12, 2007 Bear Stearns Asset Backed Securities I LLC 245 Park Avenue 4th Floor New York, NY 10167 RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities I Trust 2006-AC2 Per Section 4.16 of the Pooling and Servicing Agreement, dated as of 2/1/2006, the undersigned Officer of Wells Fargo Bank, N.A., (Master Servicer), hereby certifies the following for the 2006 calendar year or portion thereof: (i) A review of the activities of each such party during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision. (ii) To the best of such officer's knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the cure provisions thereof. (iii) Notwithstanding anything herein to contrary (and noting that, to the extent of any inconsistency, any and all other statements, certifications or assertions herein are subject to the following): instances of noncompliance related to the subject transaction for the applicable reporting period are identified on Schedule A hereto. Certified By: /s/ Kristen Ann Cronin Kristen Ann Cronin, Vice President Certified By: /s/ Gordon Johnson Gordon Johnson, Assistant Secretary (page) Schedule A Reporting Errors During the reporting period, one or more of the monthly investor reports contained certain types of errors in regard to the calculation and or the reporting of delinquencies for the pool assets. To the best of the signing officer's knowledge, each such error, which may or may not have been material, has been identified and remedied and any related corrective action has been disclosed in a report previously filed with the SEC in respect of the reporting period. EX-35 (l) (logo) WELLS FARGO Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 715-2380 Fax Wells Fargo Bank, N.A. March 12, 2007 Bear Stearns Asset Backed Securities I LLC 245 Park Avenue 4th Floor New York, NY 10167 RE: Annual Statement As To Compliance for Bear Stearns Asset Backed Securities I Trust 2006-AC2 Per Section 4.16 of the Pooling and Servicing Agreement, dated as of 2/1/2006, the undersigned Officer of Wells Fargo Bank, N.A., (Securities Administrator), hereby certifies the following for the 2006 calendar year or portion thereof: (i) A review of the activities of each such party during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision. (ii) To the best of such officer's knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the cure provisions thereof. (iii) Notwithstanding anything herein to contrary (and noting that, to the extent of any inconsistency, any and all other statements, certifications or assertions herein are subject to the following): instances of noncompliance related to the subject transaction for the applicable reporting period are identified on Schedule A hereto. Certified By: /s/ Kristen Ann Cronin Kristen Ann Cronin, Vice President Certified By: /s/ Gordon Johnson Gordon Johnson, Assistant Secretary (page) Schedule A Reporting Errors During the reporting period, one or more of the monthly investor reports contained certain types of errors in regard to the calculation and or the reporting of delinquencies for the pool assets. To the best of the signing officer's knowledge, each such error, which may or may not have been material, has been identified and remedied and any related corrective action has been disclosed in a report previously filed with the SEC in respect of the reporting period. EX. 99 ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of February 28, 2006, 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 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the "Assignee") and HSBC Mortgage Corporation (USA) (the "Company"). In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto purchased by the Assignor from the Company and now serviced by Company for Assignor and its successors and assigns pursuant to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, between Assignor and Company, as amended (the "Purchase Agreement") shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. ASSIGNMENT AND ASSUMPTION Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest as in, to and under (a) the Assigned Loans and (b) the Purchase Agreement with respect to the Assigned Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the Purchase Agreement with respect to any mortgage loan other than the Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the Company to cure, repurchase or substitute for a mortgage loan and to indemnify the Assignor with respect to a breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and the Assignor is retaining the right to enforce the representations and warranties and the obligations of the Company set forth in those sections against the Company. In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under Section 2.09 of the Purchase Agreement. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Purchase Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee). REPRESENTATIONS, WARRANTIES AND COVENANTS 1. Assignor warrants and represents to Assignee and Company as of the date hereof: (a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder; (b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor's interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances; (c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase Agreement; (d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan; (e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans; (f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; (h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; (i) The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to Assignor by the Company prior to the date hereof pursuant to the Purchase Agreement with respect to the Assigned Loans and has not received, and has not requested from the Company, any additional documents; and (j) There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement. 2. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof: (a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2; (b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; (d) There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and (e) Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the Purchase Agreement with respect to the Assigned Loans. 3. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof: (a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder; (b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement; (c) Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; (e) The Company shall establish a Custodial Account and an Escrow Account under the Purchase Agreement in favor of the Assignee with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Purchase Agreement in favor of Assignor; (f) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect; and (g) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not misleading. 4. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein. RECOGNITION OF ASSIGNEE 5. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Purchase Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee. 6. Notwithstanding any term hereof to the contrary, the execution and delivery of the AAR Agreement by the Assignee is solely in its capacity as trustee for Bear Stearns Asset Backed Securities I Trust 2006-AC2 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 AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns Asset Backed Securities I Trust 2006-AC2. Company shall indemnify and hold harmless the Assignor, each affiliate of the Assignor, Bear Stearns Asset Backed Securities I LLC ("BSABS I"), the Assignee, Bear, Stearns & Co. Inc. (the "Underwriter") and each affiliate of the Underwriter, each Person (including, but not limited to, the Master Servicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, each Person who controls the Assignor, BSABS I, the Assignee or the Underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants' letter or other material provided in written or electronic form under Amendment Reg AB to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of November 7, 2005 by and between the Assignor and the Company (the "Reg AB Amendment") by or on behalf of the Assignor, or provided under the Reg AB Amendment by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (ii) any breach by the Company of its obligations under the Reg AB Amendment, including particularly any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants' letter or other material when and as required under the Reg AB Amendment, including any failure by the Company to identify pursuant toSection 2(e)(ii) of the Reg AB Amendment any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Company of a representation or warranty set forth in Section 2(a)(i) of the Reg AB Amendment or in a writing furnished pursuant to Section 2(a)(ii) of the Reg AB Amendment and made as of a date prior to the date hereof, to the extent that such breach is not cured by the date hereof, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) of the Reg AB Amendment to the extent made as of a date subsequent to the date hereof; or (iv) the negligence, bad faith or willful misconduct of the Company in connection with its performance under the Reg AB Amendment. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as determined by a court of competent jurisdiction or arbitrator appointed pursuant to the Purchase Agreement to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other. In the case of any failure of performance described in clause (ii) above, the Company shall promptly reimburse the Assignor, the Underwriter, BSABS I and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator. MODIFICATION OF PURCHASE AGREEMENT 7. The Company and Assignor hereby amend the Purchase Agreement as follows: (a) The following definitions are added to Article I of the Purchase Agreement: Assignee: U.S. Bank National Association, as trustee for the holders -------- of the Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2. Nonrecoverable Advance: Any advance previously made by the Company ----------------------- pursuant to Section 5.03 or any Servicing Advance which, in the good faith judgment of the Company, may not be ultimately recoverable by the Company from Liquidation Proceeds or otherwise. The determination by the Company that it has made a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the Company delivered to the Purchaser and the Master Servicer and detailing the reasons for such determination. Pooling and Servicing Agreement: That certain pooling and servicing ---------------------------------- agreement, dated as of February 1, 2006, among BSABS I, the Trustee, Wells Fargo Bank, N.A. as master servicer, the Securities Administrator and EMC Mortgage Corporation. BSABS I: Bear Stearns Asset Backed Securities I LLC. -------- Securities Administrator: Wells Fargo Bank, N.A. ------------------------- Trustee: U.S. Bank National Association, or its successor in interest, or ------- any successor trustee appointed as provided in the Pooling and Servicing Agreement. (b) The definition of Business Day is deleted in its entirety and replaced with the following: Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal ------------ holiday in the States of New York, Maryland or Minnesota, or (iii) a day on which banks in the States of New York, Maryland or Minnesota are authorized or obligated by law or executive order to be closed. (c) Section 3.02(nn) is deleted in its entirety and replaced with the following: "(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;" (d) The following is added to the second sentence of the third paragraph of Section 4.13 of the Purchase Agreement: "; provided, however, that any REO property shall be disposed of by the Company before the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO property, unless the Company is otherwise directed by the Assignee." (e) The following is added as Subsection 4.05(ix) of the Purchase Agreement: "(ix) to reimburse itself for any Nonrecoverable Advances;" (f) Section 11.04 of the Purchase Agreement is deleted in its entirety and replaced with the following: Section 11.04 Governing Law. -------------- This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law) and except to the extent preempted by Federal law and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Miscellaneous 8. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows: (a) In the case of Company: HSBC MORTGAGE CORPORATION (USA) Michael T Stilb/Senior Vice President 2929 Walden Avenue Depew, New York 14042 (b) In the case of Assignor: EMC Mortgage Corporation Mac Arthur Ridge II 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038 Attention: Ralene Ruyle Telecopier No.: (972) 444-2810 with a copy to: Bear Stearns Mortgage Capital Corporation 383 Madison Avenue New York, New York 10179 Attention: Ernie Calabrese Telecopier No.: (212) 272-5591 (c) In the case of Assignee: U.S. Bank National Association, as Trustee One Federal Street, 3rd Floor Boston, Massachusetts 02110 Attention: Corporate Trust Services - BSABS I 2006-AC2 Telecopier No.: (617) 603-6638 9. The Company hereby acknowledges that Wells Fargo Bank, N.A. (the "Master Servicer") has been appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2006, among the Assignor, the Assignee, Bear Stearns Asset Backed Securities I LLC and the Master Servicer, and therefor has the right to enforce all obligations of the Company, as they relate to the Assigned Loans, under the Purchase Agreement. Such right will include, without limitation, the right to terminate the Company under the Purchase Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Company under the Purchase Agreement, the right to receive all monthly reports and other data required to be delivered by the Company under the Purchase Agreement, the right to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company shall make all distributions under the Purchase Agreement, as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to: BSABS I 2006-AC2 Master Servicer Collection Account Wells Fargo Bank, N.A. ABA# 121000248 Account Name: SAS Clearing Account # 3970771416 For Further Credit to: BSABS I 2006-AC2, Account # 50896000 and the Company shall deliver all reports required to be delivered under the Purchase Agreement, as they relate to the Assigned Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at: Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Attention: Client Manager BSABS I 2006-AC2 10. A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under this AAR Agreement and the Purchase Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addresses shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. 11. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement. 12. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 13. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced. 14. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder. 15. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement. 16. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument. 17. In the event that any provision of this AAR Agreement conflicts with any provision of the Purchase Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control. (page) IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written. EMC MORTGAGE CORPORATION Assignor By: --------------------------------- Name: ------------------------------- Title: ------------------------------ U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee for the Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 Assignee By: --------------------------------- Name: ------------------------------- Title: ------------------------------ HSBC MORTGAGE CORPORATION (USA) Company By: --------------------------------- Name: ------------------------------- Title: ------------------------------ Acknowledged and Agreed: WELLS FARGO BANK, N.A. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ (page) ATTACHMENT 1 ASSIGNED LOAN SCHEDULE ---------------------- (AVAILABLE UPON REQUEST) (page) ATTACHMENT 2 PURCHASE AGREEMENT ------------------ (AVAILABLE UPON REQUEST) ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment and Assumption Agreement"), dated as of February 28, 2006, by EMC Mortgage Corporation, a Delaware corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the "Assignee") and Wells Fargo Bank, N.A. (the "Company"). Whereas the Company has agreed to service certain mortgage loans listed on Exhibit A hereto (the "Mortgage Loans"), the servicing obligations to which will transfer to the Company on March 1, 2006; and Whereas the Assignor and the Company entered into that certain Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of November 1, 2005 (the "Warranties and Servicing Agreement" or the "Agreement"), pursuant to which the Company hereby agrees to service the Mortgage Loans. In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the terms of this Assignment and Assumption Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Warranties and Servicing Agreement. Assignment and Assumption --------------------------- 1. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in, to and under (a) the Mortgage Loans and (b) the Warranties and Servicing Agreement with respect to the Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Warranties and Servicing Agreement with respect to any mortgage loan other than the Mortgage Loans listed on ExhibitA. Notwithstanding anything -------- to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.01 of the Warranties and Servicing Agreement, and to indemnify the Assignor with respect to a breach of such representations and warranties pursuant to Section 3.03 of the Warranties and Servicing Agreement, and the Assignor is retaining the right to enforce the representations and warranties and the obligations of the Company set forth in those sections against the Company. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Warranties and Servicing Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee). With regards to the Mortgage Loans, a breach of the representations and warranties contained in Section 3.01 of the Warranties and Servicing Agreement shall constitute termination of the Company as servicer as provided for in Section 11.01 of the Warranties and Servicing Agreement. Section 3.02 of the Warranties and Servicing Agreement shall not apply to the Mortgage Loans. Representations Warranties and Covenants ------------------------------------------- 2. The Assignor warrants and represents to, and covenants with, the Assignee that as of the date hereof: (a) Attached hereto as Exhibit B is a true and accurate copy of the --------- Warranties and Servicing Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, further amended or modified in any respect, nor has any notice of termination been given thereunder; (b) The Assignor is the lawful owner of the Mortgage Loans with full right to transfer the Mortgage Loans and any and all of its interests, rights and obligations under the Warranties and Servicing Agreement as they relate to the Mortgage Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Mortgage Loans to the Assignee as contemplated herein, Assignee shall have good title to each and every Mortgage Loan, as well as any and all of the Assignee's interests, rights and obligations under the Warranties and Servicing Agreement as they relate to the Mortgage Loans, free and clear of any and all liens, claims and encumbrances; (c) There are no offsets, counterclaims or other defenses available to the Company with respect to the Mortgage Loans or the Warranties and Servicing Agreement; (d) The Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Mortgage Loan; (e) The Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Mortgage Loans; (f) The Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by the Assignor of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignor. This Assignment and Assumption Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee and the Company, will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignor in connection with the execution, delivery or performance by the Assignor of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, or any interest in the Mortgage Loans or otherwise approached or negotiated with respect to the Mortgage Loans, or any interest in the Mortgage Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; and (h) The Assignor has received from the Company, and has delivered to the Assignee, all documents required to be delivered to the Assignor by the Company prior to the date hereof pursuant to the Warranties and Servicing Agreement with respect to the Mortgage Loans and has not received, and has not requested from the Company, any additional documents. 3. The Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof: (a) The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Mortgage Loans on behalf of the holders of Bear Stearns Asset Backed Certificates I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2; (b) The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignee. This Assignment and Assumption Agreement has been duly executed and delivered by the Assignee and, upon the due authorization, execution and delivery by the Assignor and the Company, will constitute the valid and legally binding obligation of Assignee enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby; and (d) The Assignee assumes all of the rights of the Purchaser under the Warranties and Servicing Agreement with respect to the Mortgage Loans other than the right to enforce the obligations of the Company under the Warranties and Servicing Agreement. 4. The Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof: (a) Attached hereto as Exhibit B is a true and accurate copy of the --------- Warranties and Servicing Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, further amended or modified in any respect, nor has any notice of termination been given thereunder; (b) The Company is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its obligations under the Warranties and Servicing Agreement; (c) The Company has full power and authority to execute, deliver and perform its obligations under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which the Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The execution, delivery and performance by the Company of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of the Company. This Assignment and Assumption Agreement has been duly executed and delivered by the Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by the effect of insolvency, liquidation, conservatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and subject to the application of the rules of equity; (d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby; (e) The Company shall establish a Custodial Account and an Escrow Account under the Warranties and Servicing Agreement in favor of the Assignee with respect to the Mortgage Loans separate from the Custodial Account and Escrow Account previously established under the Warranties and Servicing Agreement in favor of Assignor; and (f) Pursuant to Section 9.01 of the Warranties and Servicing Agreement, the Company hereby restates the representations and warranties set forth in Section 3.01 of the Warranties and Servicing Agreement with respect to the Company as of the date hereof as amended by Section 9. 5. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set forth in this Assignment and Assumption Agreement or the breach of any covenant or condition contained herein. 6. The Company hereby acknowledges that Wells Fargo Bank, N.A. and any successor thereto (the "Master Servicer"), has been appointed as master servicer of the Mortgage Loans pursuant to the Pooling and Servicing Agreement dated as of February 1, 2006 the "Pooling and Servicing Agreement"), among Bear Stearns Asset Backed Securities I LLC, the Assignor, the Assignee and the Master Servicer, and therefore has the right to enforce all obligations of the Company under the Warranties and Servicing Agreement. Such right will include, without limitation, the right to receive all remittances required to be made by the Company under the Warranties and Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Company under the Warranties and Servicing Agreement, the right to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company hereby acknowledges that the Master Servicer shall be obligated to notify the Assignee in accordance with the Pooling and Servicing Agreement upon the discovery of an event of default by the Company of its obligations under the Warranties and Servicing Agreement and the Assignee shall have the right to terminate the Company as servicer under the Warranties and Servicing Agreement upon the occurrence of such an event of default. 7. Notwithstanding any term hereof to the contrary, the execution and delivery of this Assignment and Assumption Agreement by the Assignee is solely in its capacity as trustee for Bear Steans Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 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 Assignment and Assumption Agreement shall be limited solely to the assets it may hold as trustee of Bear Steans Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2. Recognition of Assignee ------------------------- 8. From and after the date hereof, Company shall recognize Assignee as owner of the Mortgage Loans and will service the Mortgage Loans for Assignee as if Assignee and Company had entered into a separate servicing agreement for the servicing of the Mortgage Loans in the form of the Warranties and Servicing Agreement (as modified herein), the terms of which are incorporated herein by reference. Notwithstanding anything to the contrary contained herein or in the Warranties and Servicing Agreement, Company acknowledges that the Mortgage Loans will be part of a REMIC and hereby agrees that in no event will it service the Mortgage Loans in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this Assignment and Assumption Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Warranties and Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans without the prior written consent of Assignee. Modification ofthe Warranties and ServicingAgreement -------------------------------------------------------- 9. The Company and Assignor hereby amend the Warranties and Servicing Agreement as follows: (a) The following definitions shall be added to Article I of the Warranties and Servicing Agreement: Assignee: U.S. Bank National Association, as trustee for the holders of -------- Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset Backed Certificates, Series 2006-AC2. Master Servicer: With respect to any Securitization Transaction, the ---------------- "master servicer," if any, identified in the related transaction documents. Nonrecoverable Advance: Any advance previously made by the Company pursuant ---------------------- to Section 5.03 or any Servicing Advance which, in the good faith judgment of the Company, may not be ultimately recoverable by the Company from Liquidation Proceeds or otherwise. The determination by the Company that it has made a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the Company delivered to the Purchaser and the Master Servicer and detailing the reasons for such determination. Prepayment Charge: Any prepayment premium, penalty or charge payable by a ------------------ Mortgagor in connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note. Securities Administrator: With respect to any Securitization Transaction, ------------------------- the "securities administrator," if any, identified in the related transaction documents. SEC: The Securities and Exchange Commission. --- Trustee: U.S. Bank National Association. ------- (b) The definition of Principal Prepayment in Article I of the Warranties and Servicing Agreement is deleted in its entirety and replaced with the following: Principal Prepayment: Any payment or other recovery of principal on a --------------------- Mortgage Loan which is received in advance of its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. (c) The definition of "Qualified Depository" in the Warranties and Servicing Agreement shall be modified by deleting the word "A-1" and replacing it with the word "A-1+". (d) Article III of the Agreement is hereby amended effective as of the date hereof as follows: (1) Section 3.01(b) is amended by replacing the "," after the word "loans" in the third line, with a ".", and deleting the remainder of the sentence. (2) Section 3.01(c) is amended by deleting, "the sale of the Mortgage Loans to the Purchaser". (3) Section 3.01(f) is amended by adding a "." after, "The Company is solvent." And deleting the remainder of the parapgraph. (4) Section 3.01(h) is amended by deleting, "or the sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement. (5) Section 3.01(i) is deleted in its entirety. (6) Section 3.01(k) is deleted in its entirety. (7) by deleting Section 3.01(l) in its entirety and replacing it with the following: (l) No Material Change. There has been no material adverse change in the servicing policies and procedures, business, operations, financial condition or assets of the Company since the date of the Company's most recent financial statements that would have a material adverse effect on its ability to perform its obligations under this Agreement; (8) Section 3.01(m) is deleted in its entirety; and (9) Section 3.02 is not applicable to the Mortgage Loans. (e) Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following paragraph to Section 4.03: The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date. (f) The following is added as Subsection 4.05(x) of the Warranties and Servicing Agreement: "(x) to reimburse itself for any Nonrecoverable Advances;" (g) Article IV of the Agreement is hereby amended by replacing Section 4.25 with the following: The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this Section 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section 4.25. (a) It shall not be necessary for the Company to seek the consent of the Purchaser, ANy Master Servicer or any Depositor to the utilization of -- any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Sections 6.04, 6.06, 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and 9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer under Section 9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 6.06 as and when required to be delivered. (b) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.06 and 9.01(f) of this Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Subservicer and such Subcontractor under Section 6.06, in each case as and when required to be delivered. (h) Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its entirety and replacing it with the following: Section 5.02 Statements to the Purchaser. ------------------------------ No later than the tenth (10th) calendar day (or if such tenth (10th) day is not a Business Day, the first Business Day immediately preceding such tenth (10th day) of each month, the Company shall furnish to the Master Servicer an electronic file containing the data specified in Exhibit I, which data shall --------- reflect information as to the period ending on the last day of the preceding month, Exhibit J with respect to defaulted mortgage loans and Exhibit M, with ---------- --------- respect to realized losses and gains, with each such report. (i) Section 6.04 (Annual Statements as to Compliance) is hereby amended as follows: (1) delete paragraph (i) in its entirety; (2) delete the reference to "(ii)" at the beginning of the section paragraph; and (3) Delete the references to "the Purchaser and any Depositor" and replace each with "the Master Servicer". (j) Section 6.05 (Annual Independent Public Accountants' Servicing Report) is deleted in its entirety. (k) Section 6.06 (Report on Assessment of Compliance and Attestation) is hereby amended by replacing the references to "the Purchaser and any Depositor" with "the Master Servicer" and "the Purchaser and such Depositor" with "the Master Servicer". (l) Section 6.07(ii) is hereby amended by replacing the references to "Purchaser or Depositor" with "Purchaser, any Master Servicer or any Depositor" and deleting all references to the Company's obligation with respect to Third Party Originators. (m) The following are added as the second, third and fourth paragraphs of Section 6.09 of the Warranties and Servicing Agreement: "Notwithstanding anything in this Agreement to the contrary, the Company (a) shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder). Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel reasonably acceptable to the Securities Administrator with a copy to the Trustee with respect to whether such action could result in the imposition of a tax upon the REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event"), and the Company shall not take any such action or cause the Trust Fund to take any such action as to which it has been advised that an Adverse REMIC Event could occur. The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in the REMIC. The Company shall not enter into any arrangement by which the REMIC will receive a fee or other compensation for services nor permit the REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code." (n) Article IX of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by deleting in their entirety Sections 9.01(e)(i) and 9.01(e)(ii). (o) Article IX of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by replacing Section 9.01(e)(iv) with the following: (iv) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Company shall (or shall cause each Subservicer to) (1) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Company or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company or any Subservicer and any of the parties specified in Section 9.01(e)(iii)(J) (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement, and (2) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships. All notification pursuant to this Section 9.01(e)(iv), other than those pursuant to Section 9.01(e)(iv)(A), should be sent to: EMC Mortgage Corporation 2780 Lake Vista Drive Lewisville, TX 75067-3884 Attention: Conduit Seller Approval Dept. Facsimile: (214) 626-3751 Email: sellerapproval@bear.com With a copy to: Bear, Stearns & Co. Inc. 383 Madison Avenue, 3rd Floor New, York, NY 10179 Attention: Global Credit Administration Facsimile: (212) 272-6564 Notifications pursuant to Section 9.01(e)(iv)(A) should be sent to: EMC Mortgage Corporation Two Mac Arthur Ridge 909 Hidden Ridge Drive, Suite 200 Irving, TX 75038 Attention: Associate General Counsel for Loan Administration Facsimile: (972) 831-2555 With copies to: Bear, Stearns & Co. Inc. 383 Madison Avenue, 3rd Floor New, York, NY 10179 Attention: Global Credit Administration Facsimile: (212) 272-6564 EMC Mortgage Corporation 2780 Lake Vista Drive Lewisville, TX 75067-3884 Attention: Conduit Seller Approval Dept. Facsimile: (214) 626-3751 Email: sellerapproval@bear.com (p) Section 9.01(e)(v) of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof, by replacing the references to "the Purchaser and any Depositor" with "the Purchaser, the Master Servicer and any Depositor" and "the Purchaser and such Depositor" with "the Purchaser, the Master Servicer and such Depositor". (q) The third paragraph of Section 9.01 of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by replacing such section with the following: The Purchaser and the Company acknowledge and agree that the purpose of Section 9.01(e) is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser, the Master Servicer nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser, the Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser, the Master Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's reasonable judgment, to comply with Regulation AB. (r) Section 9.01(e)(vii) of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by replacing such section with the following: (vii) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten (10) days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (s) Article IX of the Agreement is hereby amended effective as of the date hereof by inserting the following new Section 9.01(e)(viii) as follows: (viii) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or such Subservicer's performance hereunder. (t) Article IX of the Agreement is hereby amended effective as of the date hereof by inserting the following after Section 9.01(e)(iii)(H) in its entirety as follows: (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicer; and (J) a description of any affiliation or relationship between the Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Servicer by the Purchaser or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (u) Article IX of this Agreement is hereby amended by replacing Section 9.01(f) with the following: (f) the Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants' letter or other material provided under Sections 9.01(c) and (e) by or on behalf of the Company, or provided under Sections 9.01(c) and (e) by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (ii) any breach by the Company of its obligations under this Section 9.01(f), including any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 9.01(c) and (e), including any failure by the Company to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Company of a representation or warranty set forth in Section 9.01(e)(iv)(A) or in a writing furnished pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date. (iv) the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Section. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party ins such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other. In the case of any failure of performance described in sub-clause (ii) of this Section 9.01(f), the Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator. THIS INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE TERMINATION OF ANY PARTY TO THIS AGREEMENT. (v) Article X of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of the last paragraph of Section 10.01: If the Company is terminated pursuant to this Section 10.01, the Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. (w) The first sentence of Section 12.03 of the Warranties and Servicing Agreement is deleted in its entirety and replaced with the following: Section 12.03 Governing Law. --------------- This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law) and except to the extent preempted by Federal law and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. (x) A new Section 12.12 (Third Party Beneficiary) is hereby added to the Warranties and Servicing Agreement. Section 12.12 Third Party Beneficiary. -------------------------- For Purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement. The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit I, a copy of which is annexed hereto as Exhibit C. (y) The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit J, a copy of which is annexed hereto as Exhibit D. (z) The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit K, a copy of which is annexed hereto as Exhibit E. (aa) The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit D, a copy of which is annexed hereto as Exhibit F. 10. A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under this AAR Agreement and the Purchase Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addresses shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. 11. Distributions shall be made by wire transfer of immediately available funds to: Bear Stearns BSABS I 2006-AC2 Master Servicer Collection Account Wells Fargo Bank, N.A. ABA# 121000248 Account Name: SAS Clearing Account # 3970771416 For Further Credit to: BSABS I 2006-AC2, A/C# 50896000 and the Company shall deliver all reports required to be delivered under the Warranties and Servicing Agreement to the Master Servicer at: Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Attention: Client Manager BSABS I 2006-AC2 Telecopier No.: (410) 715-2380 12. Notices: The Assignor's address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is: EMC Mortgage Corporation Mac Arthur Ridge Illinois 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038 Attention: Ralene Ruyle, President With a copy to: Bear Stearns Mortgage Capital Corporation 383 Madison Avenue New York, New York 10179 Attention: Ernie Calabrese The Assignee's address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is: U.S. Bank National Association, as trustee One Federal Street, 3rd Floor Boston, MA 02110 Attention: Corporate Trust Services BSABS I 2006-AC2 Telecopy: (617) 603-6413 The Company's address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is: Wells Fargo Bank, N.A. 1 Home Campus MAC X2401-042 Des Moines, Iowa 50328-0001 Attention: John B. Brown With a copy to: Wells Fargo Bank, N.A. 1 Home Campus Des Moines, Iowa 50328-0001 Attention: General Counsel - MAC X2401-06T Miscellaneous: -------------- 13. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the transactions contemplated by this Assignment and Assumption Agreement. 14. This Assignment and Assumption Agreement shall be construed in accordance with the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New General Obligations Law, but otherwise without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 15. No term or provision of this Assignment and Assumption Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced. 16. This Assignment and Assumption Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder. 17. This Assignment and Assumption Agreement shall survive the conveyance of the Mortgage Loans and the assignment of the Warranties and Servicing Agreement to the extent of the Mortgage Loans by Assignor to Assignee and the termination of the Warranties and Servicing Agreement. 18. This Assignment and Assumption Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument. 19. In the event that any provision of this Assignment and Assumption Agreement conflicts with any provision of the Warranties and Servicing Agreement with respect to the Mortgage Loans, the terms of this Assignment and Assumption Agreement shall control. 20. Any new loan number assigned to a Mortgage Loan by the Assignee shall be provided to the Company at the following address: Wells Fargo Bank, N.A., 1 Home Campus, MAC X2401-042, Des Moines, Iowa 50328-0001 Attention: John B. Brown. In addition, if Assignee has changed its document custodian from the previous custodian, such new custodian's name, address and contact information shall be provided to the Company at the aforementioned address. (page) IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed by their duly authorized officers as of the date first above written. U.S. BANK NATIONAL ASSOCIATION, not individually but solely as trustee for the holders of Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, 2006-AC2 By: -------------------------------------- Name: Maryellen Hunter Title: Assistant Vice President EMC MORTGAGE CORPORATION By: -------------------------------------- Name: Title WELLS FARGO BANK, N.A., as Company By: -------------------------------------- Name: Title: Acknowledged and Agreed WELLS FARGO BANK, N.A., as Master Servicer By: --------------------------------- Name: Stacey Taylor ------------------------------- Title: Vice President ------------------------------ (page) Exhibit A --------- Mortgage Loans [PROVIDED UPON REQUEST] (page) Exhibit B --------- Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of November 1, 2005, between the Wells Fargo and EMC [PROVIDED UPON REQUEST] (page) Exhibit C EXHIBIT I --------- REPORTING DATA FOR MONTHLY REPORT
STANDARD FILE LAYOUT - MASTER SERVICING --------------------- ------------------------------------------------------ ------- -------------------------------- ---- COLUMN NAME DESCRIPTION DECIMAL FORMAT COMMENT MAX SIZE --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SER_INVESTOR_NBR A value assigned by the Servicer to define a group Text up to 10 digits 20 of loans. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10 investor. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. Text up to 10 digits 10 This may be different than the LOAN_NBR. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- BORROWER_NAME The borrower name as received in the file. It is not Maximum length of 30 (Last, 30 separated by first and last name. First) --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SCHED_PAY_AMT Scheduled monthly principal and scheduled interest 2 No commas(,) or dollar signs ($) 11 payment that a borrower is expected to pay, P&I constant. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6 6 --------------------- ------------------------------------------------------ ------- -------------------------------- ---- NET_INT_RATE The loan gross interest rate less the service fee rate 4 Max length of 6 6 as reported by the Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_FEE_RATE The servicer's fee rate for a loan as reported by the 4 Max length of 6 6 Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_FEE_AMT The servicer's fee amount for a loan as reported by 2 No commas(,) or dollar signs ($) 11 the Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or dollar signs ($) 11 Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6 --------------------- ------------------------------------------------------ ------- -------------------------------- ---- ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6 6 forecasted rate. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or dollar signs ($) 11 beginning of the processing cycle. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of 2 No commas(,) or dollar signs ($) 11 the processing cycle. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- BORR_NEXT_PAY_DUE_D The date at the end of processing cycle that the MM/DD/YYYY 10 ATE borrower's next payment is due to the Servicer, as reported by Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10 curtailment amount. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment 2 No commas(,) or dollar signs ($) 11 amount, if applicable. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10 curtailment amount. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment 2 No commas(,) or dollar signs ($) 11 amount, if applicable. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs ($) 11 --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10 curtailment amount. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- CURT_ADJ_AMT_3 The curtailment interest on the third curtailment 2 No commas(,) or dollar signs ($) 11 amount, if applicable. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- PIF_AMT The loan "paid in full" amount as reported by the 2 No commas(,) or dollar signs ($) 11 Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10 --------------------- ------------------------------------------------------ ------- -------------------------------- ---- ACTION_CODE The standard FNMA numeric code used to indicate Action Code Key: 2 the default/delinquent status of a particular loan. 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution, 65=Repurchase,70=REO --------------------- ------------------------------------------------------ ------- -------------------------------- ---- INT_ADJ_AMT The amount of the interest adjustment as reported 2 No commas(,) or dollar signs ($) 11 by the Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SOLDIER_SAILOR_ADJ_AM The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs ($) 11 T applicable. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar signs ($) 11 --------------------- ------------------------------------------------------ ------- -------------------------------- ---- LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if 2 No commas(,) or dollar signs ($) 11 applicable. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at 2 No commas(,) or dollar signs ($) 11 the beginning of the cycle date to be passed through to investors. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SCHED_END_PRIN_BAL The scheduled principal balance due to investors at 2 No commas(,) or dollar signs ($) 11 the end of a processing cycle. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SCHED_PRIN_AMT The scheduled principal amount as reported by the 2 No commas(,) or dollar signs ($) 11 Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs ($) 11 service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs ($) 11 Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- ACTL_NET_INT The actual gross interest amount less the service 2 No commas(,) or dollar signs ($) 11 fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs ($) 11 prepays on his loan as reported by the Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- PREPAY_PENALTY_ The prepayment penalty amount for the loan waived 2 No commas(,) or dollar signs ($) 11 WAIVED by the servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- MOD_DATE The Effective Payment Date of the Modification for MM/DD/YYYY 10 the loan. --------------------- ------------------------------------------------------ ------- -------------------------------- ---- MOD_TYPE The Modification Type. Varchar - value can be alpha or 30 numeric --------------------- ------------------------------------------------------ ------- -------------------------------- ---- DELINQ_P&I_ADVANCE_A The current outstanding principal and interest 2 No commas(,) or dollar signs ($) 11 MT advances made by Servicer. --------------------- ------------------------------------------------------ ------- -------------------------------- ----
(page) Exhibit D (page) EXHIBIT J --------- REPORTING DATA FOR DEFAULTED LOANS STANDARD FILE LAYOUT - DELINQUENCY REPORTING COLUMN/HEADER NAME SERVICER_LOAN_NBR LOAN_NBR CLIENT_NBR -------------------------------------------------------------------------------- SERV_INVESTOR_NBR BORROWER_FIRST_NAME -------------------------------------------------------------------------------- BORROWER_LAST_NAME -------------------------------------------------------------------------------- PROP_ADDRESS -------------------------------------------------------------------------------- PROP_STATE -------------------------------------------------------------------------------- PROP_ZIP -------------------------------------------------------------------------------- BORR_NEXT_PAY_DUE_DATE LOAN_TYPE -------------------------------------------------------------------------------- BANKRUPTCY_FILED_DATE -------------------------------------------------------------------------------- BANKRUPTCY_CHAPTER_CODE -------------------------------------------------------------------------------- BANKRUPTCY_CASE_NBR POST_PETITION_DUE_DATE BANKRUPTCY_DCHRG_DISM_DATE LOSS_MIT_APPR_DATE LOSS_MIT_TYPE LOSS_MIT_EST_COMP_DATE LOSS_MIT_ACT_COMP_DATE -------------------------------------------------------------------------------- FRCLSR_APPROVED_DATE ATTORNEY_REFERRAL_DATE FIRST_LEGAL_DATE FRCLSR_SALE_EXPECTED_DATE FRCLSR_SALE_DATE -------------------------------------------------------------------------------- FRCLSR_SALE_AMT EVICTION_START_DATE -------------------------------------------------------------------------------- EVICTION_COMPLETED_DATE LIST_PRICE LIST_DATE -------------------------------------------------------------------------------- OFFER_AMT OFFER_DATE_TIME REO_CLOSING_DATE REO_ACTUAL_CLOSING_DATE -------------------------------------------------------------------------------- OCCUPANT_CODE -------------------------------------------------------------------------------- PROP_CONDITION_CODE -------------------------------------------------------------------------------- PROP_INSPECTION_DATE -------------------------------------------------------------------------------- APPRAISAL_DATE -------------------------------------------------------------------------------- CURR_PROP_VAL REPAIRED_PROP_VAL IF APPLICABLE: -------------------------------------------------------------------------------- DELINQ_STATUS_CODE -------------------------------------------------------------------------------- DELINQ_REASON_CODE MI_CLAIM_FILED_DATE MI_CLAIM_AMT MI_CLAIM_PAID_DATE MI_CLAIM_AMT_PAID POOL_CLAIM_FILED_DATE -------------------------------------------------------------------------------- POOL_CLAIM_AMT POOL_CLAIM_PAID_DATE POOL_CLAIM_AMT_PAID FHA_PART_A_CLAIM_FILED_DATE -------------------------------------------------------------------------------- FHA_PART_A_CLAIM_AMT FHA_PART_A_CLAIM_PAID_DATE -------------------------------------------------------------------------------- FHA_PART_A_CLAIM_PAID_AMT FHA_PART_B_CLAIM_FILED_DATE -------------------------------------------------------------------------------- FHA_PART_B_CLAIM_AMT FHA_PART_B_CLAIM_PAID_DATE -------------------------------------------------------------------------------- FHA_PART_B_CLAIM_PAID_AMT VA_CLAIM_FILED_DATE -------------------------------------------------------------------------------- VA_CLAIM_PAID_DATE -------------------------------------------------------------------------------- VA_CLAIM_PAID_AMT
EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING The LOSS MIT TYPE field should show the approved Loss Mitigation Code as follows: ----------------------------------------------------------------------------------------------------------------------------------- NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industr ----------------------------------------------------------------------------------------------------------------------------------- The OCCUPANT CODE field should show the current status of the property code as follows: ----------------------------------------------------------------------------------------------------------------------------------- The PROPERTY CONDITION field should show the last reported condition of the property as follows: ----------------------------------------------------------------------------------------------------------------------------------- (page) EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as follows: ----------------------------------------------------------------------------------------------------------------------------------- DELINQUENCY DELINQUENCY DESCRIPTION CODE ----------- 001 FNMA-Death of principal mortgagor 002 FNMA-Illness of principal mortgagor 003 FNMA-Illness of mortgagor's family member 004 FNMA-Death of mortgagor's family member 005 FNMA-Marital difficulties 006 FNMA-Curtailment of income 007 FNMA-Excessive Obligation 008 FNMA-Abandonment of property 009 FNMA-Distant employee transfer 011 FNMA-Property problem 012 FNMA-Inability to sell property 013 FNMA-Inability to rent property 014 FNMA-Military Service 015 FNMA-Other 016 FNMA-Unemployment 017 FNMA-Business failure 019 FNMA-Casualty loss 022 FNMA-Energy environment costs 023 FNMA-Servicing problems 026 FNMA-Payment adjustment 027 FNMA-Payment dispute 029 FNMA-Transfer of ownership pending 030 FNMA-Fraud 031 FNMA-Unable to contact borrower INC FNMA-Incarceration
(page) EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED The FNMA DELINQUENT STATUS CODE field should show the Status of Default as ------------------------------ follows: -
STATUS CODE STATUS DESCRIPTION ----------- ------------------------------------------ 09 Forbearance 17 Pre-foreclosure Sale Closing Plan Accepted 24 Government Seizure 26 Refinance 27 Assumption 28 Modification 29 Charge-Off 30 Third Party Sale 31 Probate 32 Military Indulgence 43 Foreclosure Started 44 Deed-in-Lieu Started 49 Assignment Completed 61 Second Lien Considerations 62 Veteran's Affairs-No Bid 63 Veteran's Affairs-Refund 64 Veteran's Affairs-Buydown 65 Chapter 7 Bankruptcy 66 Chapter 11 Bankruptcy 67 Chapter 13 Bankruptcy
(page) Exhibit E EXHIBIT K REPORTING DATA FOR REALIZED LOSSES AND GAINS CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE REPORT DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL THE FOLLOWING MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL FUNDS PENDING LOSS APPROVAL AND /OR RESOLUTION OF ANY DISPUTED ITEMS. THE NUMBERS ON THE 332 FORM CORRESPOND WITH THE NUMBERS LISTED BELOW. LIQUIDATION AND ACQUISITION EXPENSES: ---------------------------------------- 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required. 4-12. Complete as applicable. Required documentation: * For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances. * For escrow advances - complete payment history (to calculate advances from last positive escrow balance forward) * Other expenses - copies of corporate advance history showing all payments * REO repairs > $1500 require explanation * REO repairs >$3000 require evidence of at least 2 bids. * Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate * Unusual or extraordinary items may require further documentation. 13. The total of lines 1 through 12. Credits: -------- 14-21. Complete as applicable. Required documentation: * Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds Breakdown. * Copy of EOB for any MI or gov't guarantee * All other credits need to be clearly defined on the 332 form 22. The total of lines 14 through 21. Please Note: For HUD/VA loans, use line (18a) for Part A/Initial ------------- proceeds and line (18b) for Part B/Supplemental proceeds. - TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN) -------------------------------------------------- 23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ). (page) CALCULATION OF REALIZED LOSS/GAIN FORM 332 Prepared by: __________________ Date: _______________ Phone: ______________________ Email Address:_____________________
Servicer Loan No. Servicer Name Servicer Address
WELLS FARGO BANK, N.A. LOAN NO._____________________________ Borrower's Name: _________________________________________________________ Property Address: _________________________________________________________ LIQUIDATION TYPE: REO SALE 3RD PARTY SALE SHORT SALE CHARGE OFF WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN YES NO If "Yes", provide deficiency or cramdown amount _______________________________ LIQUIDATION AND ACQUISITION EXPENSES: (1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1) (2) Interest accrued at Net Rate ________________ (2) (3) Accrued Servicing Fees ________________ (3) (4) Attorney's Fees ________________ (4) (5) Taxes (see page 2) ________________ (5) (6) Property Maintenance ________________ (6) (7) MI/Hazard Insurance Premiums (see page 2) ________________ (7) (8) Utility Expenses ________________ (8) (9) Appraisal/BPO ________________ (9) (10) Property Inspections ________________ (10) (11) FC Costs/Other Legal Expenses ________________ (11) (12) Other (itemize) ________________ (12) Cash for Keys__________________________ ________________ (12) HOA/Condo Fees_______________________ ________________ (12) ______________________________________ ________________ (12) TOTAL EXPENSES $ _______________ (13) CREDITS: (14) Escrow Balance $ _______________ (14) (15) HIP Refund ________________ (15) (16) Rental Receipts ________________ (16) (17) Hazard Loss Proceeds ________________ (17) (18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a) HUD Part A ________________ (18b) HUD Part B (19) Pool Insurance Proceeds ________________ (19) (20) Proceeds from Sale of Acquired Property ________________ (20) (21) Other (itemize) ________________ (21) _________________________________________ ________________ (21) TOTAL CREDITS $________________ (22) TOTAL REALIZED LOSS (OR AMOUNT OF GAIN) $________________ (23) (page)
ESCROW DISBURSEMENT DETAIL TYPE DATE PAID PERIOD OF TOTAL PAID BASE PENALTIES INTEREST COVERAGE AMOUNT (TAX /INS.) -----------
(page) Exhibit F Exhibit D SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE The assessment of compliance to be delivered by [the Servicer] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
SERVICING CRITERIA APPLICABLE SERVICING CRITERIA ------------------ ----------------------------- REFERENCE CRITERIA ---------------- ----------------------------------------------------------------- GENERAL SERVICING CONSIDERATIONS ----------------------------------------------------------------- Policies and procedures are instituted to monitor any X performance or other triggers and events of default in 1122(d)(1)(i) accordance with the transaction agreements. ---------------- If any material servicing activities are outsourced to third X parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing 1122(d)(1)(ii) activities. ---------------- Any requirements in the transaction agreements to maintain a 1122(d)(1)(iii) back-up servicer for the mortgage loans are maintained. ---------------- A fidelity bond and errors and omissions policy is in effect on X the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction 1122(d)(1)(iv) agreements. ---------------- CASH COLLECTION AND ADMINISTRATION Payments on mortgage loans are deposited into the X appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction 1122(d)(2)(i) agreements. ---------------- Disbursements made via wire transfer on behalf of an obligor X 1122(d)(2)(ii) or to an investor are made only by authorized personnel. ---------------- Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as 1122(d)(2)(iii) specified in the transaction agreements. ---------------- The related accounts for the transaction, such as cash X reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction 1122(d)(2)(iv) agreements. ---------------- Each custodial account is maintained at a federally insured X depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange 1122(d)(2)(v) Act. ---------------- Unissued checks are safeguarded so as to prevent X 1122(d)(2)(vi) unauthorized access. ---------------- Reconciliations are prepared on a monthly basis for all asset- X backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the 1122(d)(2)(vii) transaction agreements. ---------------- INVESTOR REMITTANCES AND REPORTING Reports to investors, including those to be filed with the X Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and 1122(d)(3)(i) number of mortgage loans serviced by the Servicer. ---------------- Amounts due to investors are allocated and remitted in X accordance with timeframes, distribution priority and other 1122(d)(3)(ii) terms set forth in the transaction agreements. ---------------- Disbursements made to an investor are posted within two X business days to the Servicer's investor records, or such other 1122(d)(3)(iii) number of days specified in the transaction agreements. ---------------- Amounts remitted to investors per the investor reports agree X with cancelled checks, or other form of payment, or custodial 1122(d)(3)(iv) bank statements. ---------------- POOL ASSET ADMINISTRATION Collateral or security on mortgage loans is maintained as X required by the transaction agreements or related mortgage 1122(d)(4)(i) loan documents. ---------------- Mortgage loan and related documents are safeguarded as X 1122(d)(4)(ii) required by the transaction agreements ---------------- Any additions, removals or substitutions to the asset pool are X made, reviewed and approved in accordance with any 1122(d)(4)(iii) conditions or requirements in the transaction agreements. ---------------- Payments on mortgage loans, including any payoffs, made in X accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance 1122(d)(4)(iv) with the related mortgage loan documents. ---------------- The Servicer's records regarding the mortgage loans agree X with the Servicer's records with respect to an obligor's unpaid 1122(d)(4)(v) principal balance. ---------------- Changes with respect to the terms or status of an obligor's X mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool 1122(d)(4)(vi) asset documents. ---------------- Loss mitigation or recovery actions (e.g., forbearance plans, X modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other 1122(d)(4)(vii) requirements established by the transaction agreements. ---------------- Records documenting collection efforts are maintained during X the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or 1122(d)(4)(viii) unemployment). ---------------- Adjustments to interest rates or rates of return for mortgage X loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. ---------------- Regarding any funds held in trust for an obligor (such as X escrow accounts): (A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other 1122(d)(4)(x) number of days specified in the transaction agreements. ---------------- Payments made on behalf of an obligor (such as tax or X insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in 1122(d)(4)(xi) the transaction agreements. ---------------- Any late payment penalties in connection with any payment to X be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment 1122(d)(4)(xii) was due to the obligor's error or omission. ---------------- Disbursements made on behalf of an obligor are posted within X two business days to the obligor's records maintained by the servicer, or such other number of days specified in the 1122(d)(4)(xiii) transaction agreements. ---------------- Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction 1122(d)(4)(xiv) agreements. ---------------- Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is 1122(d)(4)(xv) maintained as set forth in the transaction agreements. ----------------
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of February 28, 2006, among EMC Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 (the "Assignee") and Savannah Bank, NA dba Harbourside Mortgage Corporation (the "Company"). In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto purchased by the Assignor from the Company and now serviced by Company for Assignor and its successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005, between Assignor and Company, as amended by Amendment Number One, dated as of January 1, 2006 (the "Purchase Agreement") shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement. ASSIGNMENT AND ASSUMPTION Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest as in, to and under (a) the Assigned Loans and (b) the Purchase Agreement with respect to the Assigned Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the Purchase Agreement with respect to any mortgage loan other than the Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the Company to cure, repurchase or substitute for a mortgage loan and to indemnify the Assignor with respect to a breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and the Assignor is retaining the right to enforce the representations and warranties and the obligations of the Company set forth in those sections against the Company. In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under (a) Section 2.09 of the Purchase Agreement, (b) Section 4.03 and Section 4.13 of the Purchase Agreement (but only insofar as such Sections grant to the Purchaser the right to terminate the servicing of defaulted Mortgage Loans and/or REO Properties by the Company) and (c) Section 10.2 of the Purchase Agreement, and the Assignor is retaining the right to enforce such sections against the Company. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Purchase Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee). REPRESENTATIONS, WARRANTIES AND COVENANTS 1. Assignor warrants and represents to Assignee and Company as of the date hereof: (a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder; (b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor's interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances; (c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase Agreement; (d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan; (e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans; (f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; (h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; (i) The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to Assignor by the Company prior to the date hereof pursuant to the Purchase Agreement with respect to the Assigned Loans and has not received, and has not requested from the Company, any additional documents; and (j) There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement. 2. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof: (a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2; (b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; (d) There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and (e) Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the Purchase Agreement with respect to the Assigned Loans. 3. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof: (a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder; (b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement; (c) Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; (e) The Company shall establish a Custodial Account and an Escrow Account under the Purchase Agreement in favor of the Assignee with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Purchase Agreement in favor of Assignor; (f) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect; and (g) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not misleading. 4. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein. RECOGNITION OF ASSIGNEE 5. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Purchase Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee. 6. Notwithstanding any term hereof to the contrary, the execution and delivery of the AAR Agreement by the Assignee is solely in its capacity as trustee for Bear Stearns Asset Backed Securities I Trust 2006-AC2 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 AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns Asset Backed Securities I Trust 2006-AC2. Company shall indemnify and hold harmless the Assignor, each affiliate of the Assignor, Bear Stearns Asset Backed Securities I LLC ("BSABS I"), the Assignee, Bear, Stearns & Co. Inc. (the "Underwriter") and each affiliate of the Underwriter, each Person (including, but not limited to, the Master Servicer) responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, each Person who controls the Assignor, BSABS I, the Assignee or the Underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants' letter or other material provided under Section 11.18 of the Purchase Agreement by or on behalf of the Assignor, or provided under Section 11.18 of the Purchase Agreement by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; (ii) any breach by the Company of its obligations under Section 11.18 of Purchase Agreement, including particularly any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants' letter or other material when and as required under Section 11.18 of the Purchase Agreement, including any failure by the Company to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; (iii) any breach by the Company of a representation or warranty set forth in Section 3.01 of the Purchase Agreement or in a writing furnished pursuant to Section 3.01 of the Purchase Agreement and made as of a date prior to the date hereof, to the extent that such breach is not cured by the date hereof, or any breach by the Company of a representation or warranty in a writing furnished pursuant to Section 3.01 of the Purchase Agreement to the extent made as of a date subsequent to the date hereof; or (iv) the negligence, bad faith or willful misconduct of the Company in connection with its performance under Section 11.18 of the Purchase Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other. In the case of any failure of performance described in Section 11.18 of the Purchase Agreement, the Company shall promptly reimburse the Assignor, BSABS I and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator. MODIFICATION OF PURCHASE AGREEMENT 7. The Company and Assignor hereby amend the Purchase Agreement as follows: (a) The following definitions are added to Article I of the Purchase Agreement: Master Servicer: Wells Fargo Bank, N.A., or its successors in interest who ---------------- meet the qualifications of the Pooling and Servicing Agreement and this Agreement. Pooling and Servicing Agreement: That certain pooling and servicing ---------------------------------- agreement, dated as of February 1, 2006, among Bear Stearns Asset Backed Securities I LLC, the Trustee, Wells Fargo Bank, N.A. as master servicer, the Securities Administrator and EMC Mortgage Corporation. Securities Administrator: Wells Fargo Bank, N.A. ------------------------- Servicing Fee Rate: As provided in the related mortgage loan schedule. -------------------- Trustee: U.S. Bank National Association, or its successor in interest, or ------- any successor trustee appointed as provided in the Pooling and Servicing Agreement. (b) The definition of Business Day is deleted in its entirety and replaced with the following: Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal ------------ holiday in the States of New York, Maryland, Minnesota or South Carolina, or (iii) a day on which banks in the States of New York, Maryland, Minnesota or South Carolina are authorized or obligated by law or executive order to be closed. (c) Section 11.04 of the Purchase Agreement is deleted in its entirety and replaced with the following: Section 11.04 Governing Law. -------------- This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law) and except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. (d) Exhibit O of the Purchase Agreement is deleted in its entirety and replaced with the following: EXHIBIT O --------- SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria":
-------------------------------------------------------------------------------------------------------------------- APPLICABLE SERVICING SERVICING CRITERIA CRITERIA ---------------- -------------------------------------------------------------------------------------- ---------- REFERENCE CRITERIA ---------------- -------------------------------------------------------------------------------------- ---------- GENERAL SERVICING CONSIDERATIONS ---------------- -------------------------------------------------------------------------------------- ---------- ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other X triggers and events of default in accordance with the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and X procedures are instituted to monitor the third party's performance and compliance with such servicing activities. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party X participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- CASH COLLECTION AND ADMINISTRATION ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial bank X accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor X are made only by authorized personnel. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or X distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or X accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution X as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities X related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- INVESTOR REMITTANCES AND REPORTING ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are X maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with X timeframes, distribution priority and other terms set forth in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the X Servicer's investor records, or such other number of days specified in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled X checks, or other form of payment, or custodial bank statements. ---------------- -------------------------------------------------------------------------------------- ---------- POOL ASSET ADMINISTRATION ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the X transaction agreements or related mortgage loan documents. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the X transaction agreements ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed X and approved in accordance with any conditions or requirements in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance with X the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the Servicer's X records with respect to an obligor's unpaid principal balance. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., X loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and X deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a X mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with variable X rates are computed based on the related mortgage loan documents. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) X such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are X made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on X behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business X days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and X recorded in accordance with the transaction agreements. ---------------- -------------------------------------------------------------------------------------- ---------- 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. --------------------------------------------------------------------------------------------------------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER] Date: -------------------------- By: -------------------------- Name: Title: MISCELLANEOUS 8. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows: (a) In the case of Company: Savannah Bank, NA dba Harbourside Mortgage Corporation 23-B Shelter Cove Land Hilton Head, South Carolina 29928 Attention: Richard Gillette Telecopier No.: (843) 341-1200 (b) In the case of Assignor: EMC Mortgage Corporation Mac Arthur Ridge II 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038 Attention: Ralene Ruyle Telecopier No.: (972) 444-2810 with a copy to: Bear Stearns Mortgage Capital Corporation 383 Madison Avenue New York, New York 10179 Attention: Ernie Calabrese Telecopier No.: (212) 272-5591 (c) In the case of Assignee: U.S. Bank National Association, as Trustee One Federal Street, 3rd Floor Boston, Massachusetts 02110 Attention: Corporate Trust Services - BSABS I 2006-AC2 Telecopier No.: (617) 603-6638 9. The Company hereby acknowledges that Wells Fargo Bank, N.A. (the "Master Servicer") has been appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2005, among the Assignor, the Assignee, Bear Stearns Asset Backed Securities I LLC, the Master Servicer and Wells Fargo, N.A. as securities administrator, and therefor has the right to enforce all obligations of the Company, as they relate to the Assigned Loans, under the Purchase Agreement. Such right will include, without limitation, the right to terminate the Company under the Purchase Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Company under the Purchase Agreement, the right to receive all monthly reports and other data required to be delivered by the Company under the Purchase Agreement, the right to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company shall make all distributions under the Purchase Agreement, as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to: BSABS I 2006-AC2 Master Servicer Collection Account Wells Fargo Bank, N.A. ABA# 121000248 Account Name: SAS Clearing Account # 3970771416 For Further Credit to: BSABS I 2006-AC2, Account # 50896000 and the Company shall deliver all reports required to be delivered under the Purchase Agreement, as they relate to the Assigned Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at: Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Attention: Client Manager BSABS I 2006-AC2 10. A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under this AAR Agreement and the Purchase Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addresses shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents. 11. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement. 12. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 13. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced. 14. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder. 15. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement. 16. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument. 17. In the event that any provision of this AAR Agreement conflicts with any provision of the Purchase Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control. IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written. EMC MORTGAGE CORPORATION Assignor By: -------------------------- Name: -------------------------- Title: -------------------------- U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee for the Bear Stearns Asset Backed Securities I Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2 Assignee By: -------------------------- Name: Maryellen Hunter -------------------------- Title: Assistant Vice President -------------------------- SAVANNAH BANK, NA dba HARBOURSIDE MORTGAGE CORPORATION Company By: -------------------------- Name: -------------------------- Title: -------------------------- Acknowledged and Agreed: WELLS FARGO BANK, N.A. By: -------------------------- Name: Stacey Taylor -------------------------- Title: Vice President -------------------------- ATTACHMENT 1 ASSIGNED LOAN SCHEDULE ---------------------- (AVAILABLE UPON REQUEST) ATTACHMENT 2 PURCHASE AGREEMENT ------------------