ARTICLE I

DEFINITIONS

SECTION 1.01

Defined Terms.

SECTION 1.02

Allocation of Certain Interest Shortfalls.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01

Conveyance of the Mortgage Loans.

SECTION 2.02

Acceptance of REMIC I by Trustee.

SECTION 2.03

Repurchase or Substitution of Mortgage Loans.

SECTION 2.04

Representations and Warranties of the Master Servicer.

SECTION 2.05

Representations, Warranties and Covenants of Ocwen and Wells Fargo.

SECTION 2.06

Issuance of the REMIC I Regular Interests and the Class R-I Interest.

SECTION 2.07

Conveyance of the REMIC I Regular Interests and REMIC II Regular Interests; Acceptance of REMIC I, REMIC II and REMIC III by the Trustee.

SECTION 2.08

Issuance of the Residual Certificates.

SECTION 2.09

Establishment of the Trust.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE OCWEN MORTGAGE LOANS AND WELLS FARGO MORTGAGE LOANS; ACCOUNTS

SECTION 3.01

Ocwen and Wells Fargo to Act as a Servicer.

SECTION 3.02

Sub-Servicing Agreement Between Each Servicer and Sub-Servicers.

SECTION 3.03

Successor Sub-Servicers.

SECTION 3.04

No Contractual Relationship Between Sub-Servicer, Trustee or the Certificateholders.

SECTION 3.05

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer.

SECTION 3.06

Collection of Certain Mortgage Loan Payments.

SECTION 3.07

Collection of Taxes, Assessments and Similar Items; Servicing Accounts.

SECTION 3.08

Collection Account, Simple Interest Excess Sub-Account and Distribution Account.

SECTION 3.09

Withdrawals from the Collection Account and Distribution Account.

SECTION 3.10

Investment of Funds in the Investment Accounts.

SECTION 3.11

Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary Mortgage Insurance.

SECTION 3.12

Enforcement of Due-on-Sale Clauses; Assumption Agreements.

SECTION 3.13

Realization Upon Defaulted Mortgage Loans.

SECTION 3.14

Trustee to Cooperate; Release of Mortgage Files.

SECTION 3.15

Servicing Compensation.

SECTION 3.16

Collection Account Statements.

SECTION 3.17

Statement as to Compliance.

SECTION 3.18

Independent Public Accountants Servicing Report.

SECTION 3.19

Annual Certification.

SECTION 3.20

Access to Certain Documentation.

SECTION 3.21

Title, Management and Disposition of REO Property.

SECTION 3.22

Obligations of Each Servicer in Respect of Prepayment Interest Shortfalls; Relief Act Interest Shortfalls.

SECTION 3.23

Obligations of Each Servicer in Respect of Mortgage Rates and Monthly Payments.

SECTION 3.24

Reserve Fund.

SECTION 3.25

Advance Facility.

SECTION 3.26

The Servicers Indemnification Obligation.

ARTICLE IV

ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER

SECTION 4.01

Master Servicer.

SECTION 4.02

REMIC-Related Covenants.

SECTION 4.03

Monitoring of the Servicers.

SECTION 4.04

Fidelity Bond.

SECTION 4.05

Power to Act; Procedures.

SECTION 4.06

Due-on-Sale Clauses; Assumption Agreements.

SECTION 4.07

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.

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