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

Representations, Warranties and Covenants of the Servicer. (a) NCHLS hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Trustee or 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 others. (c) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the Responsible Party Agreements, the Servicer shall, based on information provided by the Sponsor, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Sponsor, the Depositor or the Responsible Party, as applicable, and shall execute and deliver at the direction of the Sponsor, the Depositor or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Sponsor, the Depositor or the Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor or its designee, the Depositor or the Responsible Party, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in this Section 2.03(c). (d) For any month in which the Sponsor the Depositor or the Responsible Party, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor the Depositor or the Responsible Party, as applicable, to remit to the Servicer for deposit into the Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (e) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L 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 together with satisfaction of any related indemnification obligations shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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 Servicer. (a) NCHLS National City hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Trustee or 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 others. (c) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the Responsible Party Agreements, the Servicer shall, based on information provided by the SponsorPurchaser, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, and shall execute and deliver at the direction of the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor Purchaser or its designee, the Depositor or the Responsible Party, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in this Section 2.03(c). (d) For any month in which the Sponsor Purchaser the Depositor or the Responsible Party, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor Purchaser the Depositor or the Responsible Party, as applicable, to remit to the Servicer for deposit into the Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (e) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L 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 together with satisfaction of any related indemnification obligations shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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 Servicer. (a) NCHLS 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) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Trustee or 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 othersother. (c) [Reserved]. (d) [Reserved]. (e) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the Responsible Party Agreements, the Servicer shall, based on information provided by the SponsorResponsible 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 any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Sponsor, the Depositor or the Responsible Party, as applicable, and shall execute and deliver at the direction of the Sponsor, the Depositor or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Sponsor, the Depositor or the Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor or its designee, the Depositor or the Responsible Party, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in this Section 2.03(c). (df) For any month in which the Sponsor the Depositor or the Responsible Party, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor the Depositor or the Responsible Party, as applicable, to remit to the Servicer for deposit into the Collection Account on or before the next Remittance Date any Substitution Adjustment Amount[Reserved]. (eg) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, the delivery of the Opinion of Counsel required by Section 2.04, if applicable, and receipt of a Request for Release in the form of Exhibit L 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 satisfaction of any related indemnification obligations obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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 Servicer. (a) NCHLS 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) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Trustee or 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 othersother. (c) [Reserved]. (d) [Reserved]. (e) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 2.03 or the Responsible Party Agreements, the Servicer shall, based on information provided by the SponsorPurchaser, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, and shall execute and deliver at the direction of the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor or its designeePurchaser, the Depositor or the Responsible Party, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in pursuant to this Section 2.03(c)2.03. (df) [Reserved]. (g) For any month in which the Sponsor the Depositor Purchaser or the Responsible PartyDepositor, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor the Depositor or the Responsible Party, as applicable, Purchaser to remit to the Servicer for deposit into the Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (eh) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement Section 2.07 or the Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L 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 satisfaction of any related indemnification obligations obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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 Servicer. (a) NCHLS Home Loan Services hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicer and the Trustee that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the related Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee Trustee, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Certificate Insurer, 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 others. (c) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 2.03 or the Responsible Party Agreements, the Servicer shall, based on information provided by the SponsorPurchaser, amend the related Mortgage Loan Schedule for the benefit of the Certificateholders and the Certificate Insurer to reflect the removal of such Deleted Mortgage Loan or Loans and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended related Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the related Certificateholders and the Certificate Insurer relating to such Deleted Mortgage Loan to the Sponsor, the Depositor Purchaser or the related Responsible Party, as applicable, and shall execute and deliver at the direction of the Sponsor, the Depositor Purchaser or the related Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Sponsor, the Depositor Purchaser or the related Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor or its designee, the Depositor Purchaser or the related Responsible Party, as applicable, or their respective designees, the Trustee's ’s interest in any Deleted Mortgage Loan repurchased or substituted for as described above in pursuant to this Section 2.03(c)2.03. (d) For any month in which the Sponsor the Depositor Purchaser or the related Responsible Party, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor the Depositor Purchaser or the related Responsible Party, as applicable, to remit to the Servicer for deposit into the Collection Account on or before the next Servicer Remittance Date any the amount of such shortage (the “Substitution Adjustment Amount”). (e) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer Servicer, pursuant to Section 3.10 on or before the next Servicer Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L J hereto, the Trustee shall release the related Custodial File held for the benefit of the related Certificateholders and the Certificate Insurer 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 obligations, shall constitute the sole remedy against such Persons respecting such breach available to related Certificateholders, the 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 CertificateholdersCertificateholders and the Certificate Insurer.

Representations, Warranties and Covenants of the Servicer. (a) NCHLS hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Trustee or 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 others. (c) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the Responsible Party Agreements, the Servicer shall, based on information provided by the Sponsor, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Sponsor, the Depositor or the Responsible Party, as applicable, and shall execute and deliver at the direction of the Sponsor, the Depositor or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Sponsor, the Depositor or the Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor or its designee, the Depositor or the Responsible Party, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in this Section 2.03(c). (d) For any month in which the Sponsor the Depositor or the Responsible Party, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor the Depositor or the Responsible Party, as applicable, to remit to the Servicer for deposit into or the Collection Account Wells Fargo Servicer, as applicable, on or before the next Remittance Date any Dxxx xny Substitution Adjustment Amount. (e) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L hereto, the Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the Servicer or the Wells Fargo Servicer, as applicable, and the Trustee shall execute and deliver xxxxxer 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 together with satisfaction of any related indemnification obligations shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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 Servicer. (a) NCHLS hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Trustee or 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 others. (c) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the Responsible Party Agreements, the Servicer shall, based on information provided by the SponsorPurchaser, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, and shall execute and deliver at the direction of the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the SponsorPurchaser, the Depositor or the Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor Purchaser or its designee, the Depositor or the Responsible Party, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in this Section 2.03(c). (d) For any month in which the Sponsor Purchaser the Depositor or the Responsible Party, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor Purchaser the Depositor or the Responsible Party, as applicable, to remit to the Servicer for deposit into the Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (e) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party Agreements, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L 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 together with satisfaction of any related indemnification obligations shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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 Servicer. (a) NCHLS Ocwen hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicer and the Trustee 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 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 others. Within 30 days of the earlier of either discovery by or notice to the Sponsor and the Depositor that any Mortgage Loan does not conform to the requirements as determined in the Trustee's review of the related Custodial File, the Depositor and the Sponsor shall each use its best efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File and, if such defect cannot be remedied within 60 days (in the case of a Fremont Mortgage Loan or a Quicken Mortgage Loan), 45 days (in the case of an American Home Mortgage Loan) or 180 days (in the case of a Conduit Mortgage Loan), (i) (A) in the case of the Fremont Mortgage Loans, Quicken Mortgage Loans and American Home Mortgage Loans if such 30 day period expires prior to 120 days after the applicable Original Sale Date, pursuant to the related Purchase Agreements or (B) in the case of the Conduit Mortgage Loans, if such 180 day period expires prior to two years after the Closing Date, pursuant to the pursuant to the Representations and Warranties Agreement, American Home, Fremont, Quicken or the Sponsor, as applicable, may 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) American Home, Fremont, Quicken or the Sponsor, pursuant to the American Home Agreements, Fremont Agreements, Quicken Agreement or Representations and Warranties Agreement may 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 a Request for Release substantially in the form of Exhibit J, and the Mortgage File for any such Substitute Mortgage Loan. (c) In connection with With respect to any repurchase or substitution of a Substitute Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the Responsible Party AgreementsLoans, the Servicer Depositor shall deliver or cause to be delivered 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 applicable Original Loan Seller on the next succeeding Distribution Date. For the Due Period of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the applicable Original Loan Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. (d) The Depositor shall, based on information provided by American Home, Fremont, Quicken or the Sponsor, 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 American Home, Fremont, Quicken or the Sponsor related to any Substitute Mortgage Loan. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amountthe 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 Sponsor, the Depositor Sponsor or the Responsible Partyapplicable Original Loan Seller, as applicable, and the Trustee shall execute and deliver at the direction of the Sponsor, the Depositor Sponsor or the Responsible Partyapplicable Original Loan Seller, as applicable, such instruments of transfer or assignment prepared by the Sponsor, the Depositor Sponsor or the Responsible Partyapplicable Original Loan Seller, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor or its designee, the Depositor or the Responsible Partyapplicable Original Loan Seller, as applicable, or their respective designeesits designee, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in pursuant to this Section 2.03(c)2.03. (de) For any month in which the Sponsor the Depositor American Home, Fremont, Quicken or the Responsible PartySponsor, as applicable, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor amount of such shortage (the Depositor "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans to be remitted, by American Home, Fremont, Quicken or the Responsible PartySponsor, as applicable, to remit to the Servicer for deposit into the Collection Account on or before the next Remittance Date any Substitution Adjustment AmountDate. (ef) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement, the American Home Agreements, the Fremont Agreements, the Quicken Agreement or the Responsible Party AgreementsRepresentations and Warranties Agreement, the proceeds from such repurchase Repurchase Price thereof shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L 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 satisfaction of any related indemnification obligations obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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 Servicer. (a) NCHLS Xxxxxx hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date. (b) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Depositor, the Trustee Trustee, the Custodian 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 others. (c) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the Responsible Party Underlying Agreements, the Servicer shall, based on information provided by the SponsorPurchaser or WMC, 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 TrusteeCustodian. The Servicer shall have no liability with respect to the information provided by the Purchaser or WMC, as applicable, 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 Purchaser or WMC, as applicable, pursuant to the WMC Assignment Agreement 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 the WMC Assignment Agreement with respect to such Mortgage Loan. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amountthe amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee Custodian shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Sponsor, the Depositor Purchaser or the Responsible PartyWMC, as applicable, and the Trustee shall execute and deliver at the such Person's direction of the Sponsor, the Depositor or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Sponsor, the Depositor or the Responsible Party, as applicablesuch Person, in each case without recourse, as shall be necessary to vest title in the Sponsor such Person, or its designee, the Depositor or the Responsible Party, as applicable, or their respective designees, the Trustee's interest in any Deleted Mortgage Loan repurchased or substituted for as described above in this Section 2.03(c)2.03. (d) For any month in which the Sponsor the Depositor Purchaser or the Responsible Party, as applicable, WMC 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall use reasonable efforts to cause the Purchaser to remit, with respect to any Mortgage Loans for which the Depositor Purchaser is making a substitution, or shall use reasonable efforts to cause the Sponsor the Depositor or the Responsible PartyWMC to remit, as applicablewith respect to any Mortgage Loans for which WMC is making a substitution, to remit to the Servicer for deposit into the related Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (e) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party Underlying Agreements, the proceeds from such repurchase Repurchase Price thereof shall be deposited in the Collection Account by the Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, Price and receipt of a Request for Release in the form of Exhibit L K hereto, the Trustee Custodian 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 satisfaction of any related indemnification obligations obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the Servicer Servicer, the Custodian or the Trustee on their behalf. The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee Custodian for the benefit of the Certificateholders.

Representations, Warranties and Covenants of the Servicer. (a) NCHLS 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) It is understood and agreed by the Servicer that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the 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 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 others. (c) In connection with any repurchase or substitution of a Mortgage Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 2.03 or the Responsible Party Agreements, the Servicer shall, based on information provided by the SponsorPurchaser, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan or Loans and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such repurchase or any substitution and the deposit to the Collection Account of any Substitution Adjustment Amount, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Sponsor, the Depositor Purchaser or the Responsible Party, as applicable, and shall execute and deliver at the direction of the Sponsor, the Depositor Purchaser or the Responsible Party, as applicable, such instruments of transfer or assignment prepared by the Sponsor, the Depositor Purchaser or the Responsible Party, as applicable, in each case without recourse, as shall be necessary to vest title in the Sponsor or its designee, the Depositor Purchaser or the Responsible Party, as applicable, or their respective designees, the Trustee's ’s interest in any Deleted Mortgage Loan repurchased or substituted for as described above in pursuant to this Section 2.03(c)2.03. (d) For any month in which the Sponsor the Depositor Purchaser or the Responsible Party, 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 Scheduled Payments due in the Due Period of substitution). The Depositor shall remit, with respect to any Mortgage Loans for which the Depositor is making a substitution, or shall use reasonable efforts to cause the Sponsor the Depositor Purchaser or the Responsible Party, as applicable, to remit to the Servicer for deposit into the Collection Account on or before the next Remittance Date any Substitution Adjustment Amount. (e) In the event that a Mortgage Loan shall have been repurchased pursuant to this Agreement or the Responsible Party AgreementsAgremeents, the proceeds from such repurchase shall be deposited in the Collection Account by the Servicer Servicer, pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit L 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 obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the 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.