Common use of Representations, Warranties and Covenants of the Responsible Party and the Servicer Clause in Contracts

Representations, Warranties and Covenants of the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 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(b) that materially and adversely affects the value of the Mortgage Loans 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 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 90 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) at the Depositor's option, repurchase such Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The 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 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. 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 amount (if any) by which the aggregate 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNT") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, 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 Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor Depositor, the Trustee and the Trustee, Class A-1 Certificate Insurer as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer, the Class A-1 Certificate Insurer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Responsible Party Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor Depositor, the Trustee and the Trustee Class A-1 Certificate Insurer 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 Responsible Party, the Depositor, the Trustee Trustee, the Class A-1 Certificate Insurer or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Responsible Party Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Responsible Party Mortgage Loans Loan or the interest of the Trustee Trustee, the Class A-1 Certificate Insurer 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Responsible Party Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Responsible Party Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, that any such substitution pursuant to clause (i) above shall not be effected prior to the delivery to the Trustee and the Class A-1 Certificate Insurer of the Opinion of Counsel required by Section 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan; provided, further, that with respect to any representations and warranties which are made to the best of the Responsible Party's knowledge, if it is discovered by the Responsible Party, the Servicer, the Depositor, the Class A-1 Certificate Insurer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Responsible Party Mortgage Loan or the interest of the Certificateholders or which materially and adversely affects the value of a Responsible Party Mortgage Loan or the interests of the Certificateholders or the Class A-1 Certificate Insurer in the related Mortgage Loan in the case of a representation and warranty relating to a particular Responsible Party Mortgage Loan, notwithstanding the Responsible Party's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IVIII, 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 Responsible Party Mortgage Loans shall, at the Depositor's option, shall be repurchased by the Responsible Party at the Repurchase Price. Notwithstanding the foregoing, a breach (x) which causes a 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 clauses (47), (48), (49), (51) 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 clauses (47), (48), (49), (51) 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'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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders and the Class A-1 Certificate Insurer, the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The . (f) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03 or Section 2.08, the Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and and, based on information provided by the Responsible Party or WMC under the WMC Agreements, as applicable, the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. The Servicer shall have no liability with respect to the information provided by WMC or the Responsible Party related to a 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 the Responsible Party or WMC, 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) 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 Responsible Party or WMC, as applicable, and shall execute and deliver at the direction of the Responsible Party's direction Party or WMC, as applicable, such instruments of transfer or assignment prepared by the Responsible PartyParty or WMC, as applicable, in each case without recourse, as shall be necessary to vest title in the Responsible PartyParty or WMC, as applicable, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) For any month in which the Responsible Party or WMC under the WMC Agreements, as applicable, substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, plus an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans shall be deposited remitted by the Responsible Party (or, in the case of WMC Mortgage Loans, the Depositor shall use reasonable efforts to cause WMC to remit) to the Servicer for deposit into the Collection Account by the Responsible Party on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to such repurchase obligationor substitution obligations, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicer, the Class A-1 Certificate Insurer 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 Responsible Party Purchase Agreement Agreements or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement, the Repurchase Price therefor Original Mortgage Loan Seller Agreements or the Sale and Warranties Agreement, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price or the Original Mortgage Loan Sellers Repurchase Price, as applicable, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with any related indemnification obligations of the Responsible Party under this Agreement or the applicable Original Mortgage Loan Sellers under the applicable Original Mortgage Loan Seller Agreements shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 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(b) that materially and adversely affects the value of the Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The 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 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. 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 amount (if any) by which the aggregate 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, 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 Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) The Servicer Chase hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, hereto to the Depositor Depositor, Chase and the Trustee, Trustee as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) ), that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such related Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan; provided, further, that with respect to any representations and warranties which are made to the best of the Responsible Party's knowledge, if it is discovered by the Responsible Party, the Servicer, the Depositor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loans or materially and adversely affects the interests of the Trustee or the Certificateholders therein or such inaccuracy materially and adversely affects the value of the related Mortgage Loan or materially and adversely affects the interests of the Trustee or the Certificateholders therein in the case of a representation and warranty relating to a particular Mortgage Loan, notwithstanding the Responsible Party's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. In the event that a breach which materially and adversely affects the value of the related Mortgage Loan or Mortgage Loans, as the case may be, or the interests of the Trustee or the Certificateholders therein, shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. Notwithstanding the foregoing, a breach which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, or by the Responsible Party of any of the representations and warranties set forth in clauses (45), (46), (47), (49), (57), (58) or (59) of Schedule IV, 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 clauses (45), (46), (47), (49) or (57) of Schedule IV, 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 Deleted Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Deleted Mortgage Loan. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The . (f) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, the Servicer shall shall, based on information provided by the 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 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 Responsible Party and shall execute and deliver at the direction of the Responsible Party's direction Party such instruments of transfer or assignment prepared by the Responsible Party, Party in each case without recourse, as shall be necessary to vest title in the Responsible Party, Party or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, plus an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans shall be deposited remitted by the Responsible Party to the Servicer for deposit into the Collection Account by the Responsible Party on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to such repurchase obligationor substitution obligations, 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement, the Repurchase Price therefor proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital CorporationWith respect to the Responsible Party Mortgage Loans, in its capacity as the Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III hereto, to the Depositor, the Servicer and the Trustee. The Responsible Party hereby makes the representations and warranties set forth in Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) (including without limitation a breach resulting from the Document Certification and Exception Report referred to above indicating defects in the Custodial File which are not cured by the Responsible Party within the time period required under the Responsible Party Purchase Agreement) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 optionoption or if the Responsible Party does not have a Substitute Mortgage Loan, repurchase such Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 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 Mortgage Loan not to constitute a "qualified mortgage" within the meaning, as of the Closing Date, 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 (tt), (uu), (vv) or (xx) 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 (tt), (uu), (vv) or (xx) 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 thirty (30) days of the Responsible Party 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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Responsible Party Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement or the FNBN Agreements, the Repurchase Price therefor proceeds from such repurchase shall be deposited by the Servicer in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan next Remittance Date, and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with any related indemnification obligations shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) The Option One Mortgage Corporation, in its capacity as Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Option One Mortgage Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 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(b) that materially and adversely affects the value of the Mortgage Loans 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 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, at the Depositor's option as specified in writing by the Depositor and provided to the Responsible Party and the Trustee, (i) if such 30 or 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit KJ, 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 any of the representations and warranties set forth in clause (ww), (xx) or (yy) 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 shall involve by the Responsible Party of any representation or warranty of the representations and warranties set forth in Section 2.03(bclause (ww), (xx) and or (yy) of Schedule IVIII, and the Trustee shall give notice of such breach cannot be cured 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 either discovery by or receipt of notice with respect to the Responsible Party of each such breach, all of the Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. Loan. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The 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 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. . (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited by the Servicer in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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 of the Responsible Party under this Agreement of any Person to cure, cure or repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor or the Trustee on their behalf. The representations and warranties made pursuant to provisions of 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) (including without limitation a breach resulting from the Document Certification and Exception Report referred to above indicating defects in the Custodial File which are not cured by the Responsible Party within the time period required under the applicable Purchase Agreement) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 optionoption or if the Responsible Party does not have a Substitute Mortgage Loan, repurchase such Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 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 Mortgage Loan not to constitute a "qualified mortgage" within the meaning, as of the Closing Date, of Section 860G(a)(3) of the Code or (y) by the Responsible Party any of the representations and warranties set forth in clause (tt), (uu), (vv) or (xx) 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 (tt), (uu), (vv) or (xx) 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 thirty (30) days of the Responsible Party 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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. . (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement Agreements or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited by the Servicer in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 2.04 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) Litton and New Century, severally and not jointly, hereby make the reprxxxxxxtions and warranties set forth in Schedule II and Schedule III hereto, respectively, to the Depositor and the Trustee as of the Closing Date. (b) The Servicer Responsible Party hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III IV and Schedule IV V hereto, to the Depositor Depositor, Litton, New Century and the Trustee, as of the Closing Date. (c) It is understood and agreed xxx xxreed by the Servicer Litton, New Century and the Responsible Party that the representations and warranties xxx xxrranties 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 Responsible Party, the Depositor, the Trustee Trustee, Litton or the Servicer New Century of a breach of any of the foregoing representations and representatioxx xxx warranties, the party discovering such breach shall give prompt written notice to the otherothers. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 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 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 (46), (47), (48) or (58) of Schedule IV, 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 paragraphs (46), (47), (48) or (58) of Schedule IV, 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 Deleted Mortgage Loan within 30 days of the earlier of discovery or receipt of notice with respect to each such Deleted Mortgage Loan. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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. The Servicer shall have no liability with respect to the information 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 the 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, the Servicers, 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 Purchase Agreement Agreements or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Responsible Party 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Responsible Party Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Responsible Party Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Responsible Party Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Responsible Party Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan; provided, further, that with respect to any representations and warranties which are made to the best of the Responsible Party's knowledge, if it is discovered by the Responsible Party, the Servicer, the Depositor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Responsible Party Mortgage Loan or the interest of the Certificateholders or which materially and adversely affects the value of a Responsible Party Mortgage Loan or the interests of the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Responsible Party Mortgage Loan, notwithstanding the Responsible Party's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IVIII, 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 Responsible Party 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 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 clauses (47), (48), (49), (51) 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 clauses (47), (48), (49), (51) 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'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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The . (f) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03 or Section 2.08, the Servicer shall shall, based on information provided by the Responsible Party or Finance America, 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 such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Responsible Party or Finance America, 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) 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 Responsible Party or Finance America, as applicable, and shall execute and deliver at the direction of the Responsible Party's direction Party or Finance America, as applicable, such instruments of transfer or assignment prepared by the Responsible PartyParty or Finance America, as applicable, in each case without recourse, as shall be necessary to vest title in the Responsible PartyParty or Finance America, as applicable, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) For any month in which the Responsible Party or Finance America, as applicable, substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, plus an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans shall be deposited remitted by the Responsible Party (or, in the case of the Finance America Mortgage Loans, the Depositor shall use reasonable efforts to cause Finance America to remit to the Servicer for deposit into the Collection Account by the Responsible Party on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to such repurchase obligationor substitution obligations, 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 Responsible Party of any of its representations and warranties contained in the Responsible Party Purchase Agreement Agreements or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement or the Finance America Agreements, the Repurchase Price therefor proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) (including without limitation a breach resulting from the Document Certification and Exception Report referred to above indicating defects in the Custodial File which are not cured by the Responsible Party within the time period required under the applicable Purchase Agreement) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 optionoption or if the Responsible Party does not have a Substitute Mortgage Loan, repurchase such Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 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 Mortgage Loan not to constitute a "qualified mortgage" within the meaning, as of the Closing Date, 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 (tt), (uu), (vv) or (xx) 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 (tt), (uu), (vv) or (xx) 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 thirty (30) days of the Responsible Party 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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. . (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement Agreements or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited by the Servicer in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 2.04 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) The Servicer Countrywide Servicing hereby makes the representations and warranties set forth in Schedule II hereto hereto, respectively, to the Depositor Depositor, the Responsible Party and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, hereto to the Depositor Depositor, Countrywide Servicing and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer Countrywide Servicing 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 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) at the Depositor's option, shall repurchase such Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach which materially and adversely affects the value of the related Mortgage Loan or Mortgage Loans, as the case may be, or the interests of the Trustee or the Certificateholders therein, shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IVIII, 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. With respect Notwithstanding the foregoing, a breach by the Responsible Party of any of the representations and warranties set forth in paragraphs (39), (45), (46), (47), (49) or (56) of Schedule III, in each case, will be deemed automatically to any Substitute 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 paragraphs (39), (45), (46), (47), (49) or Loans(56) 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. In addition, in the event of a breach of the representation and warranty set forth in paragraph (m) of Schedule IV, the Responsible Party shall deliver to repurchase the Trustee for Mortgage Loans such that the benefit aggregate principal balance of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the Due Period of substitution with lost note affidavits shall not be part in excess of 1.0% of the Trust Fund and will be retained total aggregate principal balance of all the Mortgage Loans. (e) In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Servicer shall, based on information provided by the Seller on the next succeeding Distribution Date. For the Due Period of substitutionResponsible Party, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The 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 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 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. (f) 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. 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 amount (if any) by which the aggregate 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNT") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (g) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II and Schedule V hereto to the Depositor and the Trustee, as of the Closing Datedates set forth in such schedules. (b) NC Aames Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Datedates set forth in such schedules. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the Mortgage Loans 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 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 90 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) at the Depositor's option, repurchase such Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV), 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. With respect to any Substitute Mortgage Loan . (e) Within 90 days of the earlier of either discovery by or Loans, the Responsible Party shall deliver notice to the Trustee for Servicer of any breach of a representation or warranty set forth on Schedule V hereto that materially and adversely affects the benefit value of the Certificateholders Mortgage Loans or the Mortgage Note, the Mortgage, the related assignment interest 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend the Mortgage Loan Schedule for the benefit of Trustee or the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and therein, the Servicer shall deliver the amended Mortgage Loan Schedule use its best efforts to the Trustee. Upon promptly cure such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement breach in all respectsmaterial respects and, and the Responsible Party shall if such defect or breach cannot 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. For any month in which the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loansremedied, the Servicer will determine shall, at the amount (if any) by which the aggregate principal balance of all Depositor's option, purchase 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNT") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunderat the Repurchase Price. In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, Depositor and any of its Affiliates, and the Trustee Affiliates 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 Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted any Mortgage Loan repurchased and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. In the event that either the Responsible Party or the Servicer shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party or the Servicer, as applicable, became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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 or repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) The Servicer Chase hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, hereto to the Depositor Depositor, Chase and the Trustee, Trustee as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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 the Servicer need not give notice to the other Servicer. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) ), that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such related Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan; provided, further, that with respect to any representations and warranties which are made to the best of the Responsible Party's knowledge, if it is discovered by the Responsible Party, the Servicer, the Depositor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loans or materially and adversely affects the interests of the Trustee or the Certificateholders therein or such inaccuracy materially and adversely affects the value of the related Mortgage Loan or materially and adversely affects the interests of the Trustee or the Certificateholders therein in the case of a representation and warranty relating to a particular Mortgage Loan, notwithstanding the Responsible Party's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. In the event that a breach which materially and adversely affects the value of the related Mortgage Loan or Mortgage Loans, as the case may be, or the interests of the Trustee or the Certificateholders therein, shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 Responsible Party Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. Notwithstanding the foregoing, a breach which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, or by the Responsible Party of any of the representations and warranties set forth in clauses (45), (46), (47), (49) or (57) of Schedule IV, 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 clauses (45), (46), (47), (49) or (57) of Schedule IV, 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 Deleted Mortgage Loan within 60 days of the earlier of discovery or receipt of notice with respect to each such Deleted Mortgage Loan. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The . (f) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, the Servicer shall shall, based on information provided by the 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 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 Responsible Party and shall execute and deliver at the direction of the Responsible Party's direction Party such instruments of transfer or assignment prepared by the Responsible Party, Party in each case without recourse, as shall be necessary to vest title in the Responsible Party, Party or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, plus an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans shall be deposited remitted by the Responsible Party to the Servicer for deposit into the Collection Account by the Responsible Party on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to such repurchase obligationor substitution obligations, 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement, the Repurchase Price therefor proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer Wilshire Credit hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee Trustee, or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans Loan or the interest of the Trustee or the Certificateholders thereintherein (without taking into effect the Mortgage Pool Insurance Policy), the 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 Responsible Party shall, (i) if such 30 or 90 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) at the Depositor's option, 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 the Opinion of Counsel required by Section 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. Notwithstanding the foregoing, a breach which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code 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 addition, in the event the Servicer reasonably determines that there has been a breach of the representation and warranty set forth in clause (47) of Schedule III with respect to any Mortgage Loan, the Servicer's obligations with regard to such Mortgage Loan will be limited to the acceptance and processing of payments made thereunder. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall Depositor shall, based on information provided by the 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 Depositor shall deliver the amended Mortgage Loan Schedule to the Servicer and the Trustee. The Depositor shall have no liability with respect to the information 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 the 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) For any month in which the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer Depositor 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNT") plus, if the Responsible Party is not the Servicer, plus 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement, the Repurchase Price therefor thereof shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 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(b) that materially and adversely affects the value of the Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV), 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The 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 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. 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 amount (if any) by which the aggregate 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, Depositor and the Trustee and hold such parties it 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 Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) Litton and New Century, severally and not jointly, hereby make the reprxxxxxxtions and warranties set forth in Schedule II and Schedule III hereto, respectively, to the Depositor and the Trustee as of the Closing Date. (b) The Servicer Responsible Party hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III IV and Schedule IV V hereto, to the Depositor Depositor, Litton, New Century and the Trustee, as of the Closing Date. (c) It is understood and agreed xxx xxreed by the Servicer Litton, New Century and the Responsible Party that the representations and warranties xxx xxrranties 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 Responsible Party, the Depositor, the Trustee Trustee, Litton or the Servicer New Century of a breach of any of the foregoing representations and representatioxx xxx warranties, the party discovering such breach shall give prompt written notice to the otherothers. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 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 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), (47), (48), (50), (58), (59), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule IV, 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 paragraphs (44), (47), (48), (50), (58), (59), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule IV, 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 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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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. The Servicer shall have no liability with respect to the information 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 the 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement, the Repurchase Price therefor thereof shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 Price and receipt of a Request for Release in the form of Exhibit J K hereto, the Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with any related indemnification obligation, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 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(b) that materially and adversely affects the value of the Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, that that, any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. A breach (x) which causes a Mortgage Loan not to constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or (y) by the Originator any of the representations and warranties set forth in clauses (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 clauses (46), (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 thirty (30) days of the Responsible Party 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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The 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 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. . (h) In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, 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 Purchase Agreement or this Agreement. . (i) The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (j) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) The Servicer Ocwen hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee Trustee, or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's ’s review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOAN"“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 ’s option, repurchase such Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 Mortgage Loans shall, at the Depositor's ’s option, be repurchased by the Responsible Party at the Repurchase Price. Notwithstanding the foregoing, a breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code 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 addition, in the event the Servicer reasonably determines that there has been a breach of the representation and warranty set forth in clause (47) of Schedule III with respect to any Mortgage Loan, the Servicer’s obligations with regard to such Mortgage Loan will be limited to the acceptance and processing of payments made thereunder. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall Depositor shall, based on information provided by the 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 Depositor shall deliver the amended Mortgage Loan Schedule to the Servicer and the Trustee. The Depositor shall have no liability with respect to the information 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 the 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 Responsible Party and shall execute and deliver at the Responsible Party's ’s direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's ’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) For any month in which the Responsible Party substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer Depositor 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNT"“Substitution Adjustment Amount”) plus, if the Responsible Party is not the Servicer, plus 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement, the Repurchase Price therefor thereof shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing continuing, together with satisfaction of any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IVIII, 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 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 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 clauses (47), (48), (49), (51), (60) or (61) 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 clauses (47), (48), (49), (51), (60) or (61) 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 Deleted Mortgage Loan within 30 days of the earlier of discovery or receipt of notice with respect to each such Deleted Mortgage Loan. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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. The Servicer shall have no liability with respect to the information 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 the 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 2.04 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, Trustee as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit KJ, and the Mortgage File for any such Substitute Mortgage Loan; provided, further, that with respect to any representations and warranties which are made to the best of the Responsible Party's knowledge, if it is discovered by the Responsible Party, the Servicer, the Depositor or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest of the Certificateholders or which materially and adversely affects the value of a Mortgage Loan or the interests of the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan, notwithstanding the Responsible Party's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IVIII, 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 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 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 clauses (45), (46), (47), (49) or (57) 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 clauses (45), (46), (47), (49) or (57) 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 Deleted Mortgage Loan within 30 days of the earlier of discovery or receipt of notice with respect to each such Deleted Mortgage Loan. (e) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to 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 reasonable 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 Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 2.04 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as The Responsible Party, Party hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor Depositor, the Servicer and the Trustee, as of the Closing Date. (c) It is understood and agreed by the 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 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, that 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 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 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 any of the representations and warranties set forth in clauses (47), (48), (49) or (51) 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 clauses (47), (48), (49) or (51) 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 thirty (30) days of the Responsible Party 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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. . (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 2.04 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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 the Responsible Party and the Servicer. (a) Litton and New Century, severally and not jointly, hereby make the repxxxxxxations and warranties set forth in Schedule II and Schedule III hereto, respectively, to the Depositor and the Trustee as of the Closing Date. (b) The Servicer Responsible Party hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III IV and Schedule IV V hereto, to the Depositor Depositor, Litton, New Century and the Trustee, as of the Closing Date. (c) It is understood and agreed xxx xgreed by the Servicer Litton, New Century and the Responsible Party that the representations and warranties xxx xarranties 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 Responsible Party, the Depositor, the Trustee Trustee, Litton or the Servicer New Century of a breach of any of the foregoing representations and representatixxx xxd warranties, the party discovering such breach shall give prompt written notice to the otherothers. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 60 days of the earlier of either discovery by or notice to the Responsible Party of any breach of a representation or warranty, warranty set forth in Section 2.03(b) that materially and adversely affects the value of the any Mortgage Loans 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 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 90 60 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, 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 2.052.04, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV, 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 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 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), (47), (48), (50), (58), (59), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule IV, 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 paragraphs (44), (47), (48), (50), (58), (59), (60), (61), (62), (63), (64), (65), (66) or (67) of Schedule IV, 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 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) With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller Responsible Party on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller Responsible Party shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. . (f) The Servicer shall shall, based on information provided by the 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. The Servicer shall have no liability with respect to the information 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 the 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. . (g) 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 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 monthly payments Scheduled Payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. next Remittance Date. (h) In addition to 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 Responsible Party of any of its representations and warranties contained in the Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. . (i) In the event that the Responsible Party a Mortgage Loan shall have been repurchased a Mortgage Loanpursuant to this Agreement, the Repurchase Price therefor proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the Distribution Account Deposit next Remittance Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 Price and receipt of a Request for Release in the form of Exhibit J K hereto, the Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor Depositor, the 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 the Responsible Party and the Servicer. (a) The Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee, as of the Closing Date. (b) NC Capital Corporation, in its capacity as Responsible Party, hereby makes the representations and warranties set forth in Schedule III and Schedule IV hereto, to the Depositor and the Trustee, as of the Closing Date. (c) It is understood and agreed by the Servicer and the Responsible Party that the representations and warranties set forth in 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 Responsible Party, the Depositor, the Trustee or the 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. (d) Within 30 days of the earlier of either discovery by or notice to the Responsible Party of that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File or within 90 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(b) that materially and adversely affects the value of the Mortgage Loans 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 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 90 day period, as applicable, expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOANDeleted 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 Mortgage Loan at the Repurchase Price; PROVIDEDprovided, HOWEVERhowever, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if any, and a Request for Release substantially in the form of Exhibit K, and the Mortgage File for any such Substitute Mortgage Loan. In the event that a breach shall involve any representation or warranty set forth in Section 2.03(b) and Schedule IV), 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 Mortgage Loans shall, at the Depositor's option, be repurchased by the Responsible Party at the Repurchase Price. With respect to any Substitute Mortgage Loan or Loans, the Responsible Party shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related 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. No substitution is permitted to be made in any calendar month after the Determination Date for such month. 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 Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such Due Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The 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 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 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 Responsible Party and shall execute and deliver at the Responsible Party's direction such instruments of transfer or assignment prepared by the Responsible Party, in each case without recourse, as shall be necessary to vest title in the Responsible Party, or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03. 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 amount (if any) by which the aggregate 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 monthly payments due in the Due Period of substitution). The amount of such shortage (the "SUBSTITUTION ADJUSTMENT AMOUNTSubstitution Adjustment Amount") plus, if the Responsible Party is not the Servicer, 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 Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder. In addition to such repurchase obligation, the Responsible Party shall indemnify the Depositor, any of its Affiliates, 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 Purchase Agreement or this Agreement. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. In the event that the Responsible Party shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.10 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Responsible Party became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.05 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 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, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor 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.