Common use of Representations, Warranties and Covenants of each Servicer Clause in Contracts

Representations, Warranties and Covenants of each Servicer. (a) Chase hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. Countrywide hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicers 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 Depositor and the 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 Depositor, the Trustee or any of the Servicers of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other; provided that a Servicer need not give notice to the other Servicers. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) [Reserved] (h) In the event that a Mortgage Loan shall have been repurchased pursuant to any Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the related Collection Account by the applicable Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit J hereto, the 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, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure or repurchase any Mortgage Loan as to which a breach has occurred and is continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the applicable Servicer or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of each Servicer. (a) Chase Countrywide hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. Countrywide JPMorgan hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor and the Trustee as of the Closing Date. Ocwen hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicers 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 Depositor Depositor, and the 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 DepositorTrustee, the Trustee or any of the Servicers Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other; provided that a Servicer need not give notice to the other ServicersServicer. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07 or Section 2.08, the applicable Servicer shall, based on information provided by the Purchaser or Fremont, as applicable, 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 the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Purchaser or Fremont as applicable, and shall execute and deliver at the direction of the Purchaser or Fremont, as applicable, such instruments of transfer or assignment prepared by the Purchaser or Fremont, as applicable, in each case without recourse, as shall be necessary to vest title in the Purchaser or Fremont, as applicable, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (f) [Reserved]. (g) [Reserved]For any month in which the Purchaser substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related 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 Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The Depositor shall use reasonable efforts to cause the Purchaser to remit to the applicable Servicer for deposit into the related Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (h) In the event that a Mortgage Loan shall have been repurchased pursuant to any Responsible Party the Representations and Warranties Agreement or the Fremont Agreements, the proceeds from such repurchase Repurchase Price thereof shall be deposited in the related Collection Account by the applicable Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J hereto, the 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, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure cure, repurchase or repurchase replace any Mortgage Loan as to which a breach has occurred and is continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the applicable Servicer or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of each Servicer. (a) Chase Ocwen hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. Countrywide Chase hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicers 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 Depositor and the 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 Depositor, the Trustee or any of the Servicers either Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other; provided that a Servicer need not give notice to the other ServicersServicer. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]In connection with any repurchase or substitution of a Mortgage Loan pursuant to any Responsible Party Agreements, the Servicer shall, based on information provided by the applicable Responsible Party, 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 the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the applicable 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 Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the 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 shall execute and deliver at the direction of the applicable Responsible Party such instruments of transfer or assignment prepared by the applicable Responsible Party, in each case without recourse, as shall be necessary to vest title in the applicable Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (f) [Reserved]For any month in which a Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related 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 Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The Depositor shall use reasonable efforts to cause the applicable Responsible Party to remit to the applicable Servicer for deposit into the related Collection Account on or before the next Remittance Date the amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans. (g) [Reserved]. (h) In the event that a Mortgage Loan shall have been repurchased pursuant to any Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the related Collection Account by the applicable Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price Price, the delivery of the Opinion of Counsel required by Section 2.04, if applicable, and receipt of a Request for Release in the form of Exhibit J hereto, the 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, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure cure, repurchase or repurchase replace any Mortgage Loan as to which a breach has occurred and is continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the applicable Servicer or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee for the benefit of the Certificateholders.

Representations, Warranties and Covenants of each Servicer. Each Custodian and the Responsible Party. (a) Chase Countrywide hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor Depositor, the applicable Custodian and the Trustee as of the Closing Date. Countrywide JPMorgan, hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor and the Trustee as of the Closing Date. Wilshire hereby makes the representations and warranties set forth in Schedule IV hereto to the Depositor and the Trustee as of the Closing Date. J.P. Morgan Trust Company hereby makes the representations and warrantixx xxx xxxxh in Schedule V hereto to the Depositor, Countrywide, Wilshire and the Trustee as of the Closing Date. Wells Fargo hereby makes the representations and warranties set forth ix Xxxedule VI hereto to the Depositor, Countrywide, JP Morgan, Wilshire and the Trustee as of the Closing Date. (bx) Xxx Responsible Party hereby makes the representations and warranties set forth in Schedule VII and Schedule VIII hereto, to the Depositor, the applicable Custodian, the Servicers and the Trustee as of the Closing Date. (c) It is understood and agreed by the Servicers Servicers, the Responsible Party and the applicable Custodian 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 Depositor and the 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 Depositor, the Trustee , the applicable Custodian, the Responsible Party or any of the Servicers Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the otherothers; provided that a Servicer need not give notice to the other Servicers. (c) [Reserved]. (d) [Reserved]Within 30 days of the earlier of either discovery by or notice to the Responsible Party that any NC Capital Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty set forth in Section 2.03(c) that materially and adversely affects the value of any NC Capital Mortgage Loan or the interest of the Trustee or the Certificateholders therein, the Responsible Party shall use its best efforts to cause to be remedied a material defect in a document constituting part of a NC Capital Mortgage File or promptly to cure such breach in all material respects and, if such defect or breach cannot be remedied, the Responsible Party shall, (i) if such 30 or 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such NC Capital 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) at the Depositor's option, repurchase such NC Capital 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 K, and the NC Capital Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Schedule VIII, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Responsible Party of such breach, all of the NC Capital Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. Notwithstanding the foregoing, a breach (x) which causes a NC Capital Mortgage Loan 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 paragraphs (44), (46), (47), (48), (50), (58), (59), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule VII, in each case, will be deemed automatically to materially and adversely affect the value of such NC Capital Mortgage Loan and the interests of the Trustee and Certificateholders in such NC Capital 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 paragraphs (44), (46), (47), (48), (50), (58), (59), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule VII, the Trustee shall give notice of such breach to the Responsible Party and request the Responsible Party to repurchase the NC Capital Mortgage Loan at the Repurchase Price within 30 days of the Responsible Party's receipt of such notice. The Responsible Party shall repurchase each such Deleted Mortgage Loan within 30 days of the earlier of discovery or receipt of notice with respect to each such Deleted Mortgage Loan. (e) [Reserved]For any month in which the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the Substitution Adjustment Amount, which together with an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans, shall be deposited into the Collection Account by the Responsible Party on or before the next Remittance Date. (f) [Reserved]In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, its Affiliates, the Servicers, the Custodians 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 Responsible Party of any of its representations and warranties contained in the NC Capital Purchase Agreement or this Agreement. (g) [Reserved]In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.08, Section 3.28, the Representations and Warranties Agreement or the Fremont Agreements, the applicable Servicer shall, based on information provided by the Responsible Party, Fremont or the Purchaser, as applicable, 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 the applicable Servicer shall deliver the amended Mortgage Loan Schedule to the applicable Custodian or the Trustee, as applicable. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the applicable Custodian or the Trustee, as applicable, shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Purchaser, the Depositor or the applicable Original Loan Seller, as applicable, and shall execute and deliver at the direction of the Purchaser, the Depositor or the applicable Original Loan Seller, as applicable, such instruments of transfer or assignment prepared by the Purchaser, the Depositor or the applicable Original Loan Seller, as applicable, in each case without recourse, as shall be necessary to vest title in the Purchaser or its designee, the Depositor or the applicable Original Loan Seller, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. (h) For any month in which the Purchaser, the Depositor or the applicable Original Loan Seller, as applicable, substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related 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 Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the he Purchaser, the Depositor or the applicable Original Loan Seller, as applicable, to remit to the applicable Servicer for deposit into the related Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (i) In the event that a Mortgage Loan shall have been repurchased pursuant to any Responsible Party Agreementsthis Agreement, the proceeds from such repurchase Fremont Agreements or the Representations and Warranties Agreement, the Repurchase Price thereof shall be deposited in the related Collection Account by the applicable Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price Price, and receipt of a Request for Release in the form of Exhibit J K hereto, the Trustee applicable Custodian or the Trustee, 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 applicable Custodian or the Trustee, as applicable, shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure cure, repurchase or repurchase replace any Mortgage Loan as to which a breach has occurred and is continuing, continuing together with satisfaction of any related indemnification obligations, obligations shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the applicable Servicer Servicer, the applicable Custodian or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee applicable Custodian or the Trustee, as the case may be, for the benefit of the Certificateholders.