Common use of Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans Clause in Contracts

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer hereby makes the representationx xxx warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (f) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible Party's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable Custodian's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI or Schedule VIII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Date. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating the deposit into the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k), the applicable Custodian shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Period. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer Chase hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan Schedule and Countrywide hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the DepositorTrustee, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC The Depositor hereby makes the representations and warranties, warranties set forth in Schedule VI and Schedule VII IV hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor Aames hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee Depositor, the Servicers and the Securities Administrator Trustee, as of the dates set forth in such Schedule. Accredited hereby makes the representations and warranties set forth in Schedule VI hereto to the Depositor, the Servicers and the Trustee, as of the dates set forth in such Schedule. NC Capital hereby makes the representations and warranties set forth in Schedule VII hereto to the Depositor, the Servicers and the Trustee, as of the dates set forth in such Schedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor, Aames, Accredited or NC Capital, as applicable, under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party Aames, Accredited or NC Capital in writing to correct or cure, in accordance with the this Agreement, as applicable, any such breach of a representation or warranty made by the applicable Responsible Party Aames, Accredited or NC Capital under this Agreement Agreement, within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party Aames, Accredited or NC Capital of the breach, and if the applicable Responsible Party Aames, Accredited or NC Capital fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party Aames, Accredited or NC Capital to correct or cure, the Trustee shall notify the applicable Responsible Party Aames, Accredited or NC Capital to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement, as applicable. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC by Aames of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjjbbb), (kkkccc), (lllddd), (mmmeee), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yyfff), (ggg), (hhh), (iii), (jjj), (kkk) or (lll) of Schedule V, (ii) by Accredited of any of the representations and warranties set forth in paragraphs 49(ii) (insofar as it relates to a Prepayment Charge having a term of 3 years or less from origination), (lll50), (mmm51), (nnn) and (ooo53), (ppp55), (qqq56), (sss57), (58), (59), (60), (61) and or (ttt62) of Schedule VIIIVI, or (iii) NC Capital of any of the representations and warranties set forth in paragraphs (46), (47), (50), (53), (58), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule VII, the Trustee shall notify the applicable Responsible Party Aames, Accredited or NC Capital to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible PartyAames', Accredited's or NC Capital's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party Aames, Accredited or NC Capital, Aames, Accredited or NC Capital fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party Aames, Accredited or NC Capital under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (gf) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian the Trustee shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 Party to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, as applicable, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable such Responsible Party to correct or cure, the Trustee shall notify Aames or the applicable Responsible Party Party, as applicable, to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable such Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable such Responsible Party under this Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule IV hereto that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Depositor shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan for such Mortgage Loan. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule V, Schedule VI or Schedule VIIIVII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Aames Purchase Agreement, the Accredited Purchase Agreement or the NC Capital Purchase Agreement, as applicable, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Depositor or the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, shortage or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount")) plus, with respect to substitutions by the Depositor, an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment PeriodTrustee. (m) In the event that the Depositor or any Responsible Party Party, shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such Responsible Party, as applicable, repurchased became obligated to repurchase such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities AdministratorServicer, the ServicersPurchaser, the Sponsor, the Trustee, the Custodians Trustee and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Aames Purchase Agreement, the Accredited Purchase Agreement or the Decision One NC Capital Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreementherein. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement Agreement, to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth therein or herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the DepositorTrustee, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleSchedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations representation and warranties warranty set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates date set forth in such Schedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best commercially reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and the Depositor, and shall request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, and in any case shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (f) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of the representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ig) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jh) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. If such substitution is made by the Responsible Party, andthe Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan or Loans (and pursuant to Section 2.03(c) if the related Deleted Mortgage Loan is a Group I Mortgage Loan), and if such substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section Sections 2.03(b) and (c) with respect to such Substitute Mortgage LoanLoan or Loans. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the Servicer to the Trustee that the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor Responsible Party or the applicable Responsible PartyDepositor, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (ki) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lj) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer warranties or obligations contained in this Agreement. This indemnity shall deliver survive the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes termination of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Periodthis Agreement. (mk) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in into the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such the Responsible Party, as applicable, repurchased became obligated hereunder to repurchase or replace such Mortgage Loan and upon certification that such deposit of the Repurchase Price has been made to the Collection Account, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nl) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(j), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (50), (53), (58), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47), (50), (53), (58), (60) (61), (62), (63), (64), (65), (66) or (67) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with including any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such ScheduleSchedules. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto VI hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian LaSalle hereby makes the representatioxx xxd warranties, representations and warranties set forth in Schedule IX VII hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X.Schedule. (d) The Depositor hereby makes the representations and warranties set forth in Schedule Schedules V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Parties, the Depositor, the Trustee, the Custodian or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (f) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g43), (i44), (rr46), (zz48), (aaa50), (jjj52), (kkk53), (lll54), (mmm55), (nnn56), (ooo57), (ppp58), (qqq59) and (rrr69) of Schedule VI III or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (zz), (aaa), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), ) and (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIIIVI, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible Party's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable Trustee's or the Custodian's review of the related Custodial File, such Custodian the Trustee or the Custodian, as applicable, shall notify the applicable Responsible Party, the applicable Servicer, Servicer or the Trustee (if applicable) and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such partiesin writing, which shall be a and request that such Responsible Party correct or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee or the Custodian, as applicable, shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee or the Custodian, as applicable, shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI III or Schedule VIIIVI, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Trustee or the Custodian, as applicable, for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Date. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Trustee or Custodian, as applicable. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k), the applicable Custodian Trustee or the Custodian, as applicable, shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Trustee or Custodian, as applicable. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Period. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such depositthe Trustee or Custodian, the applicable Custodian as applicable, shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the ServicersServicer, the Sponsor, the Trustee, the Custodians Custodian and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa43) of Schedule VI III and paragraph (yy) of Schedule VIIIVI, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the ServicersServicer, the Sponsor, the Trustee, the Custodians Trustee and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Trustee or the Custodian for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates date set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (50), (53) or (58) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47), (50), (53) or (58) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, cure or repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, continuing shall constitute the sole remedies remedy against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates date set forth in such Schedule. JPMorgan Upon discovery by any of the parties hereto of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other. (b) The Depositor hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian Aames hereby makes the representatioxx xxd warranties, representations and warranties set forth in Schedule IX IV hereto to the Depositor, the Servicer and the Trustee as of the dates set forth in such Schedule IXSchedule. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor NC Capital hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee Depositor, the Servicer and the Securities Administrator Trustee as of the dates set forth in such Schedule. Accredited hereby makes the representations and warranties set forth in Schedule VI hereto to the Depositor, the Servicer and the Trustee as of the dates set forth in such Schedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor, Aames, NC Capital or Accredited, as applicable, under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party Aames, NC Capital or Accredited, as applicable, in writing to correct or cure, in accordance with the this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party Aames, NC Capital or Accredited under this Agreement Agreement, within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party Aames, NC Capital or Accredited of the breach, and if the applicable Responsible Party Aames, NC Capital or Accredited fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party Aames, NC Capital or Accredited to correct or cure, the Trustee shall notify the applicable Responsible Party Aames, NC Capital or Accredited to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement, as applicable. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC Aames of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjjbbb), (kkkccc), (lllddd), (mmmeee), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yyfff), (ggg), (hhh), (iii), (jjj), (kkk) or (lll) of Schedule IV, (ii) NC Capital of any of the representations and warranties set forth in paragraphs (46), (lll47), (mmm50), (nnn) and (ooo57), (ppp59), (qqq60), (sss61), (62), (63), (64), (65), (66) and or (ttt67) of Schedule VIIIV or (iii) Accredited of any of the representations and warranties set forth in paragraphs (49), (50), (51), (53), (55), (56), (57), (58), (59), (60), (61) or (62) of Schedule VI, the Trustee shall notify the applicable Responsible Party Aames, NC Capital or Accredited to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible PartyAames', NC Capital's or Accredited's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party Aames, NC Capital or Accredited Aames, NC Capital or Accredited fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party Aames, NC Capital or Accredited under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (gf) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian the Trustee shall notify the applicable Responsible Party, the applicable Servicer, the Trustee Class A-3b Certificate Insurer and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such partiesin writing, which shall be a and request that such Responsible Party correct or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable such Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable such Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable such Responsible Party under this Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule III hereto that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Depositor shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan for such Mortgage Loan. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI IV, Schedule V or Schedule VIIIVI, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Aames Purchase Agreement, the NC Capital Purchase Agreement or the Accredited Purchase Agreement, as applicable, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k), the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Depositor or the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Period. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities AdministratorServicer, the ServicersPurchaser, the Sponsor, the Trustee, the Custodians Trustee and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI IV, paragraph (46) of Schedule V and paragraph (yy50) of Schedule VIII, as applicable, VI to this Agreement) and defective Mortgage Loans set forth in the WMC Aames Purchase Agreement, the NC Capital Purchase Agreement or the Decision One Accredited Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the ServicersServicer, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement Agreement, to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth therein or herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), the Class A-3b Certificate Insurer or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates date set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee, the Servicer or the Class A-2 Certificate Insurer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any the Mortgage Loan Loans or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (50) or (53) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47), (50) or (53) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, cure or repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, continuing shall constitute the sole remedies remedy against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, the Class A-2 Certificate Insurer or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates date set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee, the Servicer or the Class A-2 Certificate Insurer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any the Mortgage Loan Loans or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (50), (53) or (58) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47), (50), (53) or (58) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, cure or repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, continuing shall constitute the sole remedies remedy against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, the Class A-2 Certificate Insurer or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer hereby makes the representationx xxx warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan Saxon hereby makes the representations and warranties set forth in Schedule III Schedules II and II-A hereto to the Depositor, the Master Servicer, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleSchedules. HomEq Countrywide Servicing in its capacity as Servicer hereby makes the representations and warranties set forth in Schedule IV VIII hereto to the Depositor, the Master Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule.[Reserved] (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X.[Reserved] (d) The Depositor hereby makes the representations and warranties set forth in Schedule V III hereto to the Trustee Master Servicer, the Securities Administrator, and the Securities Administrator Trustee as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (f) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor under this Agreement, Agreement that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Codeapplicable parties (including, without limitation, the Trustee shall in turn notify Depositor and the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (gTrustee), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible Party's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable Custodian's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party Depositor of any breach of a representation or warranty set forth on Schedule VI or Schedule VIII, as applicable, III hereto that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party Depositor shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (h) [Reserved] (i) Any substitution In the event any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File, the Trustee shall notify the applicable Servicer and the Depositor by delivery of the certification of the Trustee required by Section 2.02 to such parties, which shall be a request that the Depositor correct or cure, or cause to be corrected or cured such defect. If such defect cannot be cured, the Depositor shall cause the Sponsor to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Date. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based [Reserved] (k) [Reserved] (l) Based upon information provided by the Depositor or the applicable Responsible PartyOriginal Loan Seller, as applicable, the applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect include information regarding the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such in its Servicer shall deliver the amended Mortgage Loan Schedule Remittance Report delivered to the Securities Administrator and Master Servicer pursuant to Section 4.03(e) (with copies to the applicable CustodianTrustee) for the Determination Date immediately following the receipt of such information, to the extent such information is required to be included in the Servicer Remittance Report. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Sponsor or the Depositor, as applicable, the Depositor Sponsor or the Depositor, as applicable, shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) the Representations and Warranties Agreement with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the applicable Servicer to the Trustee that the deposit into the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k2.03(l), the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party Depositor or the Sponsor, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicableDepositor, such instruments of transfer or assignment prepared by the Depositor Sponsor or the applicable Responsible PartyDepositor, as applicable, in each case without recourse, representation or warranty, as shall be necessary to vest title in the Depositor Sponsor or the applicable Responsible PartyDepositor, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (km) For any month in which the Depositor or any Responsible Party the Sponsor substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party the Depositor under this Agreement or the Sponsor under the Representations and Warranties Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable Collection Account of the related Servicer by the Sponsor or the Depositor or the Responsible PartySponsor, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (ln) Any Mortgage Loan repurchased pursuant to this Section 2.03 or the Representations and Warranties Agreement, as applicable, will be removed from the Trust Fund. The applicable Servicer shall amend include information regarding such repurchase in its Servicer Remittance Report delivered to the Mortgage Loan Schedule Master Servicer pursuant to Section 4.03(e) (with copies to the Trustee) for the benefit Determination Date immediately following the receipt of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and information regarding such Servicer shall deliver the amended Mortgage Loan Schedule repurchase, to the Securities Administrator and extent such information is required to be included in the applicable CustodianServicer Remittance Report. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Period. (mo) In the event that the Depositor or any Responsible Party Mortgage Loan shall have been repurchased a Mortgage Loan pursuant to this Agreement or the Representations and Warranties Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan was repurchased and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (np) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement.[Reserved] (oq) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party of the Sponsor under this the Representations and Warranties Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan . (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. HomEq Schedules. (c) The Depositor hereby makes the representations and warranties set forth in Schedule IV Schedules V hereto the Depositor, the Securities Administrator and to the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesothers. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, and in any case such repurchase shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (f) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of the representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ig) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jh) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if respects and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the Servicer to the Trustee that the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor Responsible Party or the applicable Responsible PartyDepositor, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, representation or warranty, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (ki) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, shortage plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited remitted by the Responsible Party to the Servicer for deposit into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lj) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Sponsor, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mk) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such the Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nl) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer Chase hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan , Countrywide hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. Schedule and HomEq hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor, the Securities Administrator Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee Trustee. (c) Aames hereby makes the representations and warranties set forth in Schedule VI hereto to the Depositor, the Servicers and the Securities Administrator Trustee, as of the dates set forth in such Schedule. Accredited hereby makes the representations and warranties set forth in Schedule VII hereto to the Depositor, the Servicers and the Trustee, as of the dates set forth in such Schedule. NC Capital hereby makes the representations and warranties set forth in Schedule VIII hereto to the Depositor, the Servicers and the Trustee, as of the dates set forth in such Schedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor, Aames, Accredited or NC Capital, as applicable, under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party Aames, Accredited or NC Capital in writing to correct or cure, in accordance with the this Agreement, as applicable, any such breach of a representation or warranty made by the applicable Responsible Party Aames, Accredited or NC Capital under this Agreement Agreement, within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party Aames, Accredited or NC Capital of the breach, and if the applicable Responsible Party Aames, Accredited or NC Capital fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party Aames, Accredited or NC Capital to correct or cure, the Trustee shall notify the applicable Responsible Party Aames, Accredited or NC Capital to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement, as applicable. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC by Aames of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjjbbb), (kkkccc), (lllddd), (mmmeee), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yyfff), (ggg), (hhh), (iii), (jjj), (kkk) or (lll) of Schedule VI, (ii) by Accredited of any of the representations and warranties set forth in paragraphs 49(ii) (insofar as it relates to a Prepayment Charge having a term of 3 years or less from origination), (lll50), (mmm51), (nnn) and (ooo53), (ppp55), (qqq56), (sss57), (58), (59), (60), (61) or (62) of Schedule VII, or (iii) NC Capital of any of the representations and warranties set forth in paragraphs (ttt46), (47), (50), (53), (58), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule VIII, the Trustee shall notify the applicable Responsible Party Aames, Accredited or NC Capital to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible PartyAames', Accredited's or NC Capital's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party Aames, Accredited or NC Capital, Aames, Accredited or NC Capital fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party Aames, Accredited or NC Capital under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (gf) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian the Trustee shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 Party to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, as applicable, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable such Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party Party, to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable such Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable such Responsible Party under this Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule V hereto that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Depositor shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan for such Mortgage Loan. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI VI, Schedule VII or Schedule VIII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Aames Purchase Agreement, the Accredited Purchase Agreement or the NC Capital Purchase Agreement, as applicable, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Depositor or the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, shortage or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount")) plus, with respect to substitutions by the Depositor, an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be deposited into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment PeriodTrustee. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such Responsible Party, as applicable, repurchased became obligated to repurchase such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Aames Purchase Agreement, the Accredited Purchase Agreement or the Decision One NC Capital Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement Agreement, to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth therein or herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer Chase hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan , Countrywide hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. , and HomEq hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (ec) Accredited hereby makes the representations and warranties set forth in Schedule VI hereto to the Depositor, the Servicers and the Trustee as of the dates set forth in such Schedule. NC Capital hereby makes the representations and warranties set forth in Schedule VII hereto to the Depositor, the Servicers and the Trustee as of the dates set forth in such Schedule. (d) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor, Accredited or NC Capital, as applicable, under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party Accredited or NC Capital in writing to correct or cure, in accordance with the this Agreement, as applicable, any such breach of a representation or warranty made by the applicable Responsible Party Accredited or NC Capital under this Agreement Agreement, within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party Accredited or NC Capital of the breach, and if the applicable Responsible Party Accredited or NC Capital fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party Accredited or NC Capital to correct or cure, the Trustee shall notify the applicable Responsible Party Accredited or NC Capital to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement, as applicable. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC by Accredited of any of the representations and warranties set forth in paragraphs 49(ii) (insofar as it relates to a Prepayment Charge having a term of 3 years or less from origination), (50), (51), (53), (55), (56), (57), (58), (59), (60) or (61) of Schedule VI, or (ii) NC Capital of any of the representations and warranties set forth in paragraphs (g46), (i47), (rr50), (zz57), (aaa59), (jjj60), (kkk61), (lll62), (mmm63), (nnn64), (ooo), 65) or (ppp), (qqq) and (rrr66) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIIIVII, the Trustee shall notify the applicable Responsible Party Accredited or NC Capital to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible PartyAccredited's or NC Capital's receipt of such notice. If, within ten (10) Business 10)Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party Accredited or NC Capital, Accredited or NC Capital fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party Accredited or NC Capital under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (gf) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian the Trustee shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 Party to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, as applicable, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable such Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party Party, to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable such Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable such Responsible Party under this Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule V hereto that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Depositor shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan for such Mortgage Loan. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI or Schedule VIIIVII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Accredited Purchase Agreement or the NC Capital Purchase Agreement, as applicable, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Depositor or the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment PeriodTrustee. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such Responsible Party, as applicable, repurchased became obligated to repurchase such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa50) of Schedule VI and paragraph (yy46) of Schedule VIII, as applicable, VII to this Agreement) and defective Mortgage Loans set forth in the WMC Accredited Purchase Agreement or the Decision One NC Capital Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement Agreement, to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth therein or herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer HomeEq hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the dates set forth in such Schedule and JPMorgan hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan Upon discovery by any of the parties hereto of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other. (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule V hereto, to the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleSchedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or a Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesothers. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, if permitted hereunderhowever, substitute that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, if applicableand in any case such repurchase shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, shortage plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited remitted by the Responsible Party to the applicable Servicer for deposit into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer hereby makes the representationx xxx warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan HomEq hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI V and Schedule VII VI hereto to the Depositor, the Servicer, the Securities Administrator Servicers and the Trustee as of the dates set forth in such ScheduleSchedules. Decision One hereby makes the representations and warranties, set forth in Schedule VIII VII hereto to the Depositor, the Securities Administrator Servicers and the Trustee as of the dates set forth in such Schedule. NC Capital hereby makes the representations and warranties set forth in Schedule VIII and Schedule IX hereto to the Depositor, the Servicers and the Trustee as of the dates set forth in such Schedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX X hereto to the Trustee as of the dates set forth in such Schedule IX. X. LaSalle hereby makes the representations and warranties, set forth in Schedule X XI hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X.XI. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V IV hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (f) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or V, (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VII, or (iii) NC Capital of any representations and warranties set forth in paragraphs (g), (i), (uu), (vv), (zz), (aaa), (eee), (fff), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn), (ooo) and (ppp) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible Party's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event any Mortgage Loan does not conform to the requirements as determined in the Trustee's or the applicable Custodian's review of the related Custodial File, such Custodian the Trustee or the applicable Custodian, as applicable, shall notify the applicable Responsible Party, the applicable Servicer, the Trustee (if applicable) and the Depositor by delivery of the certification of such Custodian or Trustee required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee or applicable Custodian, as applicable, shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI V, Schedule VII or Schedule VIII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the Trustee or applicable Custodian, as applicable, for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Date. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and Trustee or the applicable Custodian, as applicable. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the applicable Servicer to the Trustee or the applicable Custodian, as applicable, that the deposit into the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k), the Trustee or the applicable Custodian Custodian, as applicable, shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, representation or warranty, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the applicable Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and Trustee or the applicable Custodian, as applicable. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Period. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the Trustee or the applicable Custodian Custodian, as applicable, shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI V, paragraph (yy) of Schedule VII and paragraph (yyaaa) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement, the Decision One Purchase Agreement or the Decision One NC Capital Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee or the applicable Custodian Custodian, as applicable, for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan . (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. HomEq Schedules. (c) The Depositor hereby makes the representations and warranties set forth in Schedule IV Schedules V hereto the Depositor, the Securities Administrator and to the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best commercially reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and the Depositor, and shall request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, and in any case shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (f) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of the representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ig) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jh) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. If such substitution is made by the Responsible Party, andthe Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan or Loans (and pursuant to Section 2.03(c) if the related Deleted Mortgage Loan is a Group I Mortgage Loan), and if such substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section Sections 2.03(b) and (c) with respect to such Substitute Mortgage LoanLoan or Loans. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the Servicer to the Trustee that the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor Responsible Party or the applicable Responsible PartyDepositor, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, representation or warranty, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (ki) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lj) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Sponsor, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer warranties or obligations contained in this Agreement. This indemnity shall deliver survive the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes termination of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Periodthis Agreement. (mk) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in into the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such the Responsible Party, as applicable, repurchased such Mortgage Loan and upon certification that such deposit of the Repurchase Price has been made to the Collection Account, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such depositthe Trustee, the applicable Custodian shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nl) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (om) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(j), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer Chase hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan , Countrywide hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. HomEq , and New Century hereby makes the representations and warranties set forth in Schedule VII hereto to the Depositor and the Trustee, as of the dates set forth in such schedule. (b) The Depositor hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor Aames hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee Depositor, the Servicers and the Securities Administrator Trustee as of the dates set forth in such Schedule. NC Capital hereby makes the representations and warranties set forth in Schedule VI hereto to the Depositor, the Servicers and the Trustee as of the dates set forth in such Schedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor, Aames or NC Capital, as applicable, under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party Aames or NC Capital in writing to correct or cure, in accordance with the this Agreement, as applicable, any such breach of a representation or warranty made by the applicable Responsible Party Aames or NC Capital under this Agreement Agreement, within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party Aames or NC Capital of the breach, and if the applicable Responsible Party Aames or NC Capital fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party Aames or NC Capital to correct or cure, the Trustee shall notify the applicable Responsible Party Aames or NC Capital to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement, as applicable. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC Aames of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjjbbb), (kkkccc), (lllddd), (mmmeee), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yyfff), (ggg), (hhh), (iii), (jjj) or (kkk) of Schedule V, or (ii) NC Capital of any of the representations and warranties set forth in paragraphs (46), (kkk47), (lll50), (mmm57), (nnn) and (ooo59), (ppp60), (qqq61), (sss62), (63), (64), (65) and or (ttt66) of Schedule VIIIVI, the Trustee shall notify the applicable Responsible Party Aames or NC Capital to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible PartyAames' or NC Capital's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party Aames or NC Capital, Aames or NC Capital fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party Aames or NC Capital under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (gf) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian the Trustee shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 Party to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, as applicable, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable such Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable such Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable such Responsible Party under this Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule IV hereto that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Depositor shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan for such Mortgage Loan. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI V or Schedule VIIIVI, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Aames Purchase Agreement or the NC Capital Purchase Agreement, as applicable, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) with respect to any Distribution Date after the related Prepayment Period in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in this Section 2.03(k)2.03, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Depositor or the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment PeriodTrustee. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased became obligated to repurchase such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI V and paragraph (yy46) of Schedule VIII, as applicable, VI to this Agreement) and defective Mortgage Loans set forth in the WMC Aames Purchase Agreement or the Decision One NC Capital Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement Agreement, to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth therein or herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleClosing Date. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the TrusteeTrustee on the Closing Date, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesothers. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.04, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (49), (50), (52), (62), (65), (66), (67), (68), (69), (70) or (71) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (49), if applicable(50), (52), (62), (65), (66), (67), (68), (69), (70) or (71) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from The Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with including any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)and any of its Affiliates, or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates date set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee, the Servicer or the Class A-2 Certificate Insurer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any the Mortgage Loan Loans or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47) or (50) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47) or (50) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Periodwarranties contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, cure or repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, continuing shall constitute the sole remedies remedy against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, the Class A-2 Certificate Insurer or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan schedule. (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations representation and warranties warranty set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates date set forth in such Scheduleschedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best commercially reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58) or (59) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58) or (59) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (f) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of the representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ig) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jh) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. If such substitution is made by the Responsible Party, andthe Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan or Loans (and pursuant to Section 2.03(c) if the related Deleted Mortgage Loan is a Group I Mortgage Loan), and if such substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section Sections 2.03(b) and (c) with respect to such Substitute Mortgage LoanLoan or Loans. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor Responsible Party or the applicable Responsible PartyDepositor, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (ki) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lj) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mk) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such the Responsible Party, as applicable, repurchased became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nl) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(j), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (50), (53), (58) or (60) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47), (50), (53), (58) or (60) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with including any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan schedule. (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best commercially reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, if permitted hereunderhowever, substitute that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58) or (59) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (43), if applicable(44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58) or (59) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage LoanLoan or Loans. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nj) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer hereby makes the representationx xxx warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan Countrywide hereby makes the representations and warranties set forth in Schedule III IIA hereto to the Depositor, the Securities Administrator Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IIB hereto to the Depositor and the Trustee, as of the dates set forth in such schedule. (b) The Responsible Party hereby makes the representations and warranties, set forth in Schedule III and Schedule IV hereto hereto, to the Depositor, the Securities Administrator Countrywide, HomEq and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleSchedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or a Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesothers. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, if permitted hereunderhowever, substitute that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, if applicableand in any case such repurchase shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, shortage plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited remitted by the Responsible Party to the applicable Servicer for deposit into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicers, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in into the applicable related Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased Party became obligated hereunder to repurchase such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with continuing and satisfaction of any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, the Servicers or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer Chase hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan , Countrywide hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. , HomEq hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor, the Securities Administrator Depositor and the Trustee as of the dates set forth in such Schedule. (b) WMC , and New Century hereby makes the representations and warranties, warranties set forth in Schedule VI and Schedule VII IX hereto to the Depositor, the Servicer, the Securities Administrator Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (db) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (ec) Aames hereby makes the representations and warranties set forth in Schedule VI hereto to the Depositor, the Servicers and the Trustee as of the dates set forth in such Schedule. NC Capital hereby makes the representations and warranties set forth in Schedule VII hereto to the Depositor, the Servicers and the Trustee as of the dates set forth in such Schedule. MILA hereby makes the representations and warranties set forth in Schedxxx VIII hereto to the Depositor, the Servicers and the Trustee as of the dates set forth in such Schedule. (d) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor, Aames, MILA or NC Capital, as applicable, under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party Aames, MILA or NC Capital in writing to correct or cure, in accordance with the this Agreement, as applicable, any such breach of a representation or warranty made by the applicable Responsible Party Aames, MILA or NC Capital under this Agreement Agreement, within sixty (60) days from the date xxxx xxx xxte of notice from the Trustee or the discovery by the applicable Responsible Party Aames, MILA or NC Capital of the breach, and if the applicable Responsible Party fails Aames, MILA or NC Capitxx xxxxx xx is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party Aames, MILA or NC Capital to correct or cure, the Trustee shall notify the applicable Responsible Party Xxxxx, XXXX or NC Capital to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement, as applicable. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC Aames of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjjbbb), (kkkccc), (lllddd), (mmmeee), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yyfff), (ggg), (hhh), (iii), (jjj) or (kkk) of Schedule VI, (ii) NC Capital of any of the representations and warranties set forth in paragraphs (46), (kkk47), (lll50), (mmm57), (nnn) and (ooo59), (ppp60), (qqq61), (sss62), (63), (64), (65) or (66) of Schedule VII, or (iii) MILA of any of the representations and warranties set forth in paragraphs (tttff), (gg), (qq), (rr), (tt), (uu), (vv), (ww), (xx), (yy), (zz) or (aaa) of Schedule VIII, the Trustee shall notify the applicable Responsible Party Aames, MILA or NC Capital to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible PartyAames', MILA's or NC Capital's receipt of such notice. If, within ten (10) Business 10)Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party Aames, MILA or NC Capital, Aames, MILA or NC Capital fails to repurchase such Mortgage repurchasx xxxx Xxxxgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party Aames, MILA or NC Capital under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (gf) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian the Trustee shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 Party to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, as applicable, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian the Trustee shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable such Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable such Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian Trustee shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable such Responsible Party under this Agreement, as applicable, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule V hereto that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Depositor shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or substitute a Substitute Mortgage Loan for such Mortgage Loan. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI VI, Schedule VII or Schedule VIII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Aames Purchase Agreement, the MILA Purchase Agreement or the NC Capital Purchase Agreement, as applicable, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Depositor or the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (k) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (l) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment PeriodTrustee. (m) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such Responsible Party, as applicable, repurchased became obligated to repurchase such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI VI, paragraph (46) of Schedule VII and paragraph (yyff) of Schedule VIII, as applicable, VIII to this Agreement) and defective Mortgage Loans set forth in the WMC Aames Purchase Agreement, the MILA Purchase Agreement or the Decision One NC Capital Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the SponsorPurchaser, the Trustee, the Custodians Trustee and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement Agreement, to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth therein or herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer hereby makes the representationx xxx warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan Saxon hereby makes the representations and warranties set forth in Schedule III Schedules II and II-A hereto to the Depositor, the Master Servicer, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleSchedules. HomEq Countrywide Servicing in its capacity as Servicer hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor, the Master Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule.[Reserved] (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X.[Reserved] (d) The Depositor hereby makes the representations and warranties set forth in Schedule V III hereto to the Trustee and Master Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other partiesparties hereto. (f) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party the Depositor under this Agreement, Agreement that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation applicable parties (including, without limitation, the Depositor, the Securities Administrator and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3Trustee). (g) Within 60 days of the Code, earlier of either discovery by or notice to the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, Depositor of any such breach of a representation or warranty made by set forth on Schedule III hereto that materially and adversely affects the applicable Responsible Party under this Agreement within sixty (60) days from value of any Mortgage Loan or the date interest of notice from the Trustee or the discovery by Certificateholders therein, the applicable Responsible Party of the breachDepositor shall use its best efforts to promptly cure such breach in all material respects and, and if the applicable Responsible Party fails or is unable to correct or cure the such defect or breach within such periodcannot be remedied, the Trustee Depositor shall notify purchase such Mortgage Loan at the Depositor Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan. (h) [Reserved] (i) In the event any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or curerelated Custodial File, the Trustee shall notify the applicable Responsible Party Servicer and the Depositor by delivery of the certification of the Trustee required by Section 2.02 to such parties, which shall be a request that the Depositor correct or cure, or cause to be corrected or cured such defect. If such defect cannot be cured, the Depositor shall cause the Sponsor to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible Party's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable Custodian's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI or Schedule VIII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible Party, the Depositor or such Responsible Party, as applicable, shall deliver to the applicable Custodian, for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Date. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (j) The applicable Servicer, based [Reserved] (k) [Reserved] (l) Based upon information provided by the Depositor or the applicable Responsible PartyOriginal Loan Seller, as applicable, the applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect include information regarding the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such in its Servicer shall deliver the amended Mortgage Loan Schedule Remittance Report delivered to the Securities Administrator and Master Servicer pursuant to Section 4.03(e) (with copies to the applicable CustodianTrustee) for the Determination Date immediately following the receipt of such information, to the extent such information is required to be included in the Servicer Remittance Report. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if the substitution is made by the Sponsor or the Depositor, as applicable, the Depositor Sponsor or the Depositor, as applicable, shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) the Representations and Warranties Agreement with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the applicable Servicer to the Trustee that the deposit into the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k2.03(l), the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party Depositor or the Sponsor, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicableDepositor, such instruments of transfer or assignment prepared by the Depositor Sponsor or the applicable Responsible PartyDepositor, as applicable, in each case without recourse, representation or warranty, as shall be necessary to vest title in the Depositor Sponsor or the applicable Responsible PartyDepositor, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (km) For any month in which the Depositor or any Responsible Party the Sponsor substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party the Depositor under this Agreement or the Sponsor under the Representations and Warranties Agreement (collectively, the "Substitution Adjustment Amount"), shall be deposited into the applicable Collection Account of the related Servicer by the Depositor Sponsor or the Responsible PartyDepositor, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (ln) Any Mortgage Loan repurchased pursuant to this Section 2.03 or the Representations and Warranties Agreement, as applicable, will be removed from the Trust Fund. The applicable Servicer shall amend include information regarding such repurchase in its Servicer Remittance Report delivered to the Mortgage Loan Schedule Master Servicer pursuant to Section 4.03(e) (with copies to the Trustee) for the benefit Determination Date immediately following the receipt of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and information regarding such Servicer shall deliver the amended Mortgage Loan Schedule repurchase, to the Securities Administrator and extent such information is required to be included in the applicable CustodianServicer Remittance Report. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Period. (mo) In the event that the Depositor or any Responsible Party Mortgage Loan shall have been repurchased a Mortgage Loan pursuant to this Agreement or the Representations and Warranties Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan was repurchased and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (np) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement.[Reserved] (oq) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party of the Sponsor under this the Representations and Warranties Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, shall constitute the sole remedies against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as Servicer HomeEq hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the dates set forth in such Schedule and Xxxxx Fargo hereby makes the representations and warranties set forth in Schedule VI hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan Upon discovery by any of the parties hereto of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other. (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicers and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleSchedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or a Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesothers. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable Custodian's Trustee’s review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option’s option as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (49), (53), (55), (56), (57), (58), (59), (60), (61), (62) or (63) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, and in any case such repurchase shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (f) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of the representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ig) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jh) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the applicable Servicer to the Trustee that the deposit into the applicable related Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, representation or warranty, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's ’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (ki) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, shortage plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "“Substitution Adjustment Amount"), ”) shall be deposited remitted by the Responsible Party to the applicable Servicer for deposit into the applicable related Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lj) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mk) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this Agreement, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date following the Prepayment Period during which the Depositor or such the Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's ’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nl) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The applicable Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, applicable Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates date set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleTrustee. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any the Mortgage Loan Loans or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (50) or (53) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47), (50) or (53) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance Stated Principal Balance of all such Deleted Mortgage LoansLoans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The amount of such shortageshortage (the "Substitution Adjustment Amount") plus, plus if the Responsible Party is not the Servicer, an amount equal to the sum aggregate of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement (collectively, the "Substitution Adjustment Amount"), Loans shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Periodwarranties contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, cure or repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth herein, continuing shall constitute the sole remedies remedy against such Persons respecting such breach available to Certificateholders, the Depositor (if applicable), or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the DepositorTrustee, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleSchedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates date set forth in such Schedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best commercially reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and the Depositor, and shall request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, and in any case shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (f) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ig) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jh) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. If such substitution is made by the Responsible Party, andthe Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan or Loans (and pursuant to Section 2.03(c) if the related Deleted Mortgage Loan is a Group I Mortgage Loan), and if such substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section Sections 2.03(b) and (c) with respect to such Substitute Mortgage LoanLoan or Loans. Upon receipt of a Request for Release in connection with any such substitution indicating and certification by the Servicer to the Trustee that the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor Responsible Party or the applicable Responsible PartyDepositor, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (ki) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lj) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer warranties or obligations contained in this Agreement. This indemnity shall deliver survive the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes termination of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Periodthis Agreement. (mk) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in into the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such the Responsible Party, as applicable, repurchased became obligated hereunder to repurchase or replace such Mortgage Loan and upon certification that such deposit of the Repurchase Price has been made to the Collection Account, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nl) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(j), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan schedule. (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates date set forth in such Scheduleschedule. (d) The Custodian hereby makes the representations and warranties set forth in Schedule VI hereto to the Trustee as of the date set forth in such schedule. (e) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (f) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable Trustee's or the Custodian's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best commercially reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee or the Custodian, as applicable, of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee or the Custodian, as applicable, for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, and in any case shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (g) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ih) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Trustee or the Custodian, as applicable, for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (ji) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and Trustee or the applicable Custodian, as applicable. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. If such substitution is made by the Responsible Party, andthe Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan or Loans (and pursuant to Section 2.03(c) if the related Deleted Mortgage Loan is a Group I Mortgage Loan), and if such substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section Sections 2.03(b) and (c) with respect to such Substitute Mortgage LoanLoan or Loans. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee or the Custodian, as applicable, shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor Responsible Party or the applicable Responsible PartyDepositor, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kj) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lk) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Custodian, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (ml) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in into the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such the Responsible Party, as applicable, repurchased became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such depositthe Trustee or the Custodian, the applicable Custodian as applicable, shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nm) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its AffiliatesCertificateholders to reflect the removal of any Mortgage Loan repurchased, the Servicers, the Sponsor, the Trustee, the Custodians and the TrustServicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(k), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee or the Custodian, as the case may be, for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan schedule. (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates date set forth in such Scheduleschedule. (ed) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom the representations and warranties were made notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice to the other parties. (fe) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best commercially reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (43), (44), (46), (48), (50), (52), (53), (54), (55), (56), (57), (58), (59) or (69) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan, and in any case shall occur or shall be deemed to occur on the last day of the applicable Prepayment Period preceding the Distribution Date on which the Repurchase Price is to be distributed. (f) Within 90 days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty set forth on Schedule V hereto, the Depositor shall use its best efforts to promptly cure such breach and, if such defect or breach cannot be remedied, the Depositor shall purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, or substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (ig) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any the Responsible Party, the Depositor or such the Responsible Party, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jh) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. If such substitution is made by the Responsible Party, andthe Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan or Loans (and pursuant to Section 2.03(c) if the related Deleted Mortgage Loan is a Group I Mortgage Loan), and if such substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section Sections 2.03(b) and (c) with respect to such Substitute Mortgage LoanLoan or Loans. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Depositor or the Responsible Party Party, as applicable, and the Trustee shall execute and deliver at the direction of the Depositor Responsible Party or the applicable Responsible PartyDepositor, as applicable, such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (ki) For any month in which the Depositor or any the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lj) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mk) In the event that the Depositor or any the Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in into the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor or such the Responsible Party, as applicable, repurchased became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (nl) In addition Any Mortgage Loan repurchased pursuant to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and Section 2.03 will be removed from the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with Fund. The Servicer shall amend the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Mortgage Loan Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor Certificateholders to reflect the removal of any Mortgage Loan repurchased, and its Affiliates, the Servicers, Servicer shall deliver the Sponsor, amended Mortgage Loan Schedule to the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any the Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(j), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable), the Servicer or the Trustee on their behalfTrustee. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan schedule. (b) The Responsible Party hereby makes the representations and warranties warranties, set forth in Schedule III hereto and Schedule IV hereto, to the Depositor, the Securities Administrator Servicer and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Scheduleschedules. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesother. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, however, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if permitted hereunderany, substitute and a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of any of the representations and warranties set forth in clause (46), (47), (50), (53), (58), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (46), if applicable(47), (50), (53), (58), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable Servicer, based upon information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, shortage plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited remitted to the Servicer for deposit into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant In addition to this Section 2.03 will be removed from such repurchase or substitution obligation, the Responsible Party shall indemnify the Depositor and its Affiliates, the Servicer, the Purchaser, the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the Prepayment Period month during which the Depositor Responsible Party became obligated hereunder to repurchase or such Responsible Party, as applicable, repurchased replace such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with including any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)Depositor, or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleClosing Date. (b) WMC The Responsible Party hereby makes the representations and warranties, set forth in Schedule VI III and Schedule VII hereto IV hereto, to the Depositor, the Servicer, the Securities Administrator Servicer and the Trustee Trustee, as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such ScheduleClosing Date. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the TrusteeTrustee on the Closing Date, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Responsible Party, the Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesothers. (fd) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) Within 30 days of the applicable Responsible Party's receipt earlier of such notice. If, within ten (10) Business Days of receipt of such either discovery by or notice by to the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (g) In the event that any Mortgage Loan does not conform to the requirements as determined in the applicable CustodianTrustee's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct File or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 60 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty warranty, set forth on Schedule VI or Schedule VIII, as applicablein Section 2.03(b), that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's optionoption as specified in writing and provided to the Responsible Party and the Trustee, purchase (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price orPrice; provided, if permitted hereunderhowever, substitute that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee of a Request for Release substantially in the form of Exhibit J, and the delivery of the Mortgage File to the Trustee for any such Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (x) which causes a Mortgage Loan for not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (y) by the Responsible Party of any of the representations and warranties set forth in clause (49), (50), (52), (62), (65), (66), (67), (68), (69), (70), (71) or (72) of Schedule III, in each case, will be deemed automatically to materially and adversely affect the value of such Mortgage Loan and the interests of the Trustee and Certificateholders in such Mortgage Loan. In the event that the Trustee receives notice of a breach by the Responsible Party of any of the representations and warranties set forth in clause (49), if applicable(50), (52), (62), (65), (66), (67), (68), (69), (70), (71) or (72) of Schedule III, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the Responsible Party's receipt of such notice. The Responsible Party shall repurchase each such Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Mortgage Loan. (ie) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyLoans, the Depositor or such Responsible Party, as applicable, Party shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor or the applicable Responsible Party, as applicable, Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor or the applicable Responsible Party, as applicable, Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (jf) The applicable ServicerServicer shall, based upon on information provided by the Depositor or the applicable Responsible Party, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and Trustee. The Servicer shall have no liability with respect to the applicable Custodianinformation provided by the Responsible Party related to the Substitute Mortgage Loan. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, if and the substitution is made by the Depositor, the Depositor Responsible Party shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph, the applicable Custodian Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party and the Trustee shall execute and deliver at the direction of the Depositor or the applicable Responsible Party, as applicable, 's direction such instruments of transfer or assignment prepared by the Depositor or the applicable Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Depositor or the applicable Responsible Party, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (kg) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortage, shortage plus an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, Party on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lh) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from The Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer and the Trustee and the Trust Fund. The applicable Servicer shall amend and hold such parties harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach by the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal Responsible Party of any Mortgage Loan repurchased of its representations and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur warranties or shall be deemed to occur as of the last day of the applicable Prepayment Periodobligations contained in this Agreement. (mi) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan pursuant to this AgreementLoan, the Repurchase Price therefor shall be deposited by the applicable Servicer Servicer, upon receipt by the Servicer, in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or any Responsible Party under this Agreement to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with including any related indemnification obligations of the Responsible Party set forth hereinin Section 2.03(h), shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)and any of its Affiliates, the Servicer or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.

Representations and Warranties; Remedies for Breaches of Representations and Warranties with Respect to the Mortgage Loans. (a) Wells Fargo in its capacity as The Servicer hereby makes the representationx xxx representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee Trustee, as of the dates set forth in such Schedule. JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. HomEq hereby makes the representations and warranties set forth in Schedule IV hereto the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule.Closing Date (b) WMC hereby makes the representations and warranties, set forth in Schedule VI and Schedule VII hereto to the Depositor, the Servicer, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. Decision One hereby makes the representations and warranties, set forth in Schedule VIII hereto to the Depositor, the Securities Administrator and the Trustee as of the dates set forth in such Schedule. (c) Wells Fargo in its capacity as Custodian hereby makes the representatioxx xxd warranties, set forth in Schedule IX hereto to the Trustee as of the dates set forth in such Schedule IX. LaSalle hereby makes the representations and warranties, set forth in Schedule X hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule X. (d) The Depositor hereby makes the representations and warranties set forth in Schedule V hereto to the Trustee and the Securities Administrator as of the dates set forth in such Schedule. (e) It is understood and agreed by the parties hereto Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the TrusteeTrustee on the Closing Date, and shall inure to the benefit of the parties to whom Depositor and the representations and warranties were made Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the parties to this Agreement Depositor, the Trustee or the Servicer of a breach of any of the foregoing representations and warranties that materially and adversely affect the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders thereinwarranties, the party discovering such breach shall give prompt written notice to the other partiesothers. (fc) Upon discovery by any of the parties hereto of a breach of a representation or warranty made by a Responsible Party under this Agreement, that materially and adversely affects the value of any Mortgage Loan or the interests of the Trustee or the Certificateholders therein, the party discovering such breach shall give prompt written notice thereof to the other parties. Upon receiving written notice of a breach of a representation and warranty or written notice that a Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the Trustee shall in turn notify the applicable Responsible Party in writing to correct or cure, in accordance with this Agreement, any such breach of a representation or warranty made by the applicable Responsible Party under this Agreement within sixty (60) days from the date of notice from the Trustee or the discovery by the applicable Responsible Party of the breach, and if the applicable Responsible Party fails or is unable to correct or cure the defect or breach within such period, the Trustee shall notify the Depositor of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan (a "Deleted Mortgage Loan") at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to this Agreement. Notwithstanding the foregoing, in the event that the Trustee receives notice of a breach by (i) WMC of any of the representations and warranties set forth in paragraphs (g), (i), (rr), (zz), (aaa), (jjj), (kkk), (lll), (mmm), (nnn), (ooo), (ppp), (qqq) and (rrr) of Schedule VI or (ii) Decision One of any representations and warranties set forth in paragraphs (g), (i), (xx), (yy), (ggg), (hhh), (iii), (jjj), (kkk), (lll), (mmm), (nnn) and (ooo), (ppp), (qqq), (sss) and (ttt) of Schedule VIII, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price within sixty (60) days of the applicable Responsible Party's receipt of such notice. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party such Responsible Party fails to repurchase such Mortgage Loan, the Trustee shall notify the Depositor of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies[Reserved]. (gd) In the event any Mortgage Loan does not conform to the requirements as determined in the applicable Custodian's review of the related Custodial File, such Custodian shall notify the applicable Responsible Party, the applicable Servicer, the Trustee and the Depositor by delivery of the certification of such Custodian required by Section 2.02 to such parties, which shall be a request that such Responsible Party correct or cure such defect as required under this Agreement, and if such Responsible Party fails or is unable to correct or cure the defect within the period set forth in this Agreement, such Custodian shall notify the Depositor and the Trustee of such failure to correct or cure. Unless otherwise directed by the Depositor within five (5) Business Days after notifying the Depositor and the Trustee of such failure by the applicable Responsible Party to correct or cure, the Trustee shall notify the applicable Responsible Party to repurchase the Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, in each case, pursuant to the terms of this Agreement, as applicable. If, within ten (10) Business Days of receipt of such notice by the applicable Responsible Party, such Responsible Party fails to repurchase such Mortgage Loan, the Custodian shall notify the Depositor and the Trustee of such failure. The Trustee shall pursue all legal remedies available to the Trustee against the applicable Responsible Party under this Agreement, if the Trustee has received written notice from the Depositor directing the Trustee to pursue such remedies. (h) Within 90 days of the earlier of either discovery by or notice to the applicable Responsible Party of any breach of a representation or warranty set forth on Schedule VI or Schedule VIII, as applicable, that materially and adversely affects the value of any Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the applicable Responsible Party shall use its best efforts to promptly cure such breach in all material respects and, if such defect or breach cannot be remedied, the applicable Responsible Party shall, at the Depositor's option, purchase such Mortgage Loan at the Repurchase Price or, if permitted hereunder, substitute a Substitute Mortgage Loan for such Mortgage Loan, if applicable. (i) Any substitution of a Substitute Mortgage Loan by a Responsible Party shall be made in accordance with the substitution procedures set forth in the applicable Purchase Agreement, which provisions shall be as set forth in such agreements as if they were set forth herein. With respect to any Substitute Mortgage Loan or Loans substituted by the Depositor or any Responsible PartyDepositor, the Depositor Responsible Party or such the Purchaser, as applicable, the Depositor, the Responsible PartyParty or the Purchaser, as applicable, shall deliver to the applicable Custodian, Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. Notwithstanding anything to the contrary set forth in this Agreement, no No substitution under this Agreement is permitted to be made (a) in any calendar month after the Determination Date for such month or (b) if the substitution were to be made on or after the second anniversary of the Closing Datemonth. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution shall not be part of the Trust Fund and will be retained by the Depositor Depositor, the Responsible Party or the applicable Responsible PartyPurchaser, as applicable, on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Depositor Depositor, the Responsible Party or the applicable Responsible PartyPurchaser, as applicable, shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (je) The applicable ServicerIn connection with any repurchase or substitution of a Mortgage Loan pursuant to the Responsible Party Agreements or this Agreement, the Servicer shall, based upon on information provided by the Depositor Depositor, the Responsible Party or the applicable Responsible PartyPurchaser, as applicable, shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and such the Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable CustodianTrustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and, and if the substitution is made by the Depositor, the Depositor shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) 2.07 with respect to such Substitute Mortgage Loan. Upon receipt of a Request for Release in connection with any such substitution indicating and the deposit into to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in Section 2.03(k)the following paragraph and receipt by the Trustee of a Request for Release in the form of Exhibit J hereto, the applicable Custodian Trustee shall release the Mortgage Custodial File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the applicable Responsible Party Party, the Depositor or the Purchaser, as applicable, and the Trustee shall execute and deliver at the direction of the Responsible Party, the Depositor or the applicable Responsible PartyPurchaser, as applicable, such instruments of transfer or assignment prepared by the Responsible Party, the Depositor or the applicable Responsible PartyPurchaser, as applicable, in each case without recourse, as shall be necessary to vest title in the Responsible Party, the Depositor or the applicable Responsible PartyPurchaser, as applicable, of the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to the Responsible Party Agreements or this Section 2.03Agreement. (kf) For any month in which the Depositor or any Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the applicable Servicer will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal balance of all such Deleted Mortgage Loans. The amount of such shortageshortage or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by the Responsible Party or the Purchaser under the Responsible Party Agreements plus, plus with respect to substitutions by the Depositor, an amount equal to the sum of (i) any accrued and unpaid interest on the Deleted Mortgage Loans and (ii) all unreimbursed Servicing Advances with respect to such Deleted Mortgage Loans, or the amount of any similar shortage with respect to a Substitute Mortgage Loan substituted by a Responsible Party under this Agreement Loans (collectively, the "Substitution Adjustment Amount"), ) shall be deposited into the applicable Collection Account of the related Servicer by the Depositor or the Responsible Party, as applicable, on or before the Distribution Account Deposit Date for the Distribution Date following in the Prepayment Period month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. (lg) Any Mortgage Loan repurchased pursuant to this Section 2.03 will be removed from the Trust Fund. The applicable Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of any Mortgage Loan repurchased and such Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator and the applicable Custodian. For purposes of determining the applicable Repurchase Price, any such repurchase shall occur or shall be deemed to occur as of the last day of the applicable Prepayment Period[Reserved]. (mh) In the event that the Depositor or any Responsible Party shall have repurchased a Mortgage Loan shall have been repurchased pursuant to the Responsible Party Agreements or this Agreement, the Repurchase Price therefor proceeds from such repurchase shall be deposited by the applicable Servicer in the applicable Collection Account of the related Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date following the Prepayment Period during which the Depositor or such Responsible Party, as applicable, repurchased such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, indicating such deposit, the applicable Custodian Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the applicable Servicer, and the Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee. (n) In addition to any repurchase or substitution obligation by any Responsible Party under this Agreement, each Responsible Party shall indemnify the Depositor and its Affiliates, the Securities Administrator, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust for any breach of any representation and warranty of such Responsible Party set forth in this Agreement, in accordance with the indemnification provisions relating to breaches of representations and warranties (including without limitation, the representations and warranties set forth in paragraph (aaa) of Schedule VI and paragraph (yy) of Schedule VIII, as applicable, to this Agreement) and defective Mortgage Loans set forth in the WMC Purchase Agreement or the Decision One Purchase Agreement, as applicable, as if such indemnification provisions were set forth herein for the benefit of the Depositor and its Affiliates, the Servicers, the Sponsor, the Trustee, the Custodians and the Trust. This indemnity shall survive the termination of this Agreement. (o) It is understood and agreed by the parties hereto that the obligation of the Depositor under this Agreement or of any Responsible Party under this Agreement Person to cure, repurchase or substitute any Mortgage Loan as to which a breach of a representation and warranty has occurred and is continuing, together with any related indemnification obligations set forth hereinobligations, shall constitute the sole remedies against such Persons Person respecting such breach available to Certificateholders, the Depositor (if applicable)and any of its Affiliates, or the Trustee on their behalf. The provisions of this Section 2.03 shall survive delivery of the respective Custodial Files to the applicable Custodian Trustee for the benefit of the Certificateholders.