Exhibit 10.1


 


EXECUTION COPY





 


 


MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT


 


between


 


FIVE OAKS ACQUISITION CORP.,


 


as Seller and Servicing Administrator,


 


and


 


J.P. MORGAN MORTGAGE ACQUISITION CORP.,


 


as Purchaser


 


Dated as of September 26, 2014


 


Fixed and Adjustable Rate Mortgage Loans


 





 




    	 



    	 



    

 


Table of
Contents


	 	 	Page
	 	 	 
	SECTION 1.	Definitions	1


 


	Subsection 1.01	Definitions	1


 


	SECTION 2.	Purchase and Conveyance	16
	SECTION 3.	Mortgage Loan Schedule	17
	SECTION 4.	Purchase Price	17
	SECTION 5.	Examination of Mortgage Files	17
	SECTION 6.	Delivery of Mortgage Loan Documents	17


 


	Subsection 6.01	Possession of Mortgage Files	17
	Subsection 6.02	Books and Records	18
	Subsection 6.03	Delivery of Mortgage Loan Documents	18


 


	SECTION 7.	Representations, Warranties and Covenants; Remedies for Breach	19


 


	Subsection 7.01	Representations and Warranties Regarding Individual Mortgage Loans	19
	Subsection 7.02	Seller and Servicing Administrator Representations	32
	Subsection 7.03	Remedies for Breach of Representations and Warranties	35
	Subsection 7.04	Early Payment Default	38
	Subsection 7.05	Purchase Price Protection	38
	Subsection 7.06	Covenants of Seller	38
	 	 	 





	SECTION 8.	Closing	39
	SECTION 9.	Closing Documents	40
	SECTION 10.	Costs	40
	SECTION 11.	Subservicing of Mortgage Loans	41


 


	Subsection 11.01	Subservicing	41
	Subsection 11.02	Liquidation of Mortgage Loans	44
	Subsection 11.03	Collection of Mortgage Loan Payments	44
	Subsection 11.04	Establishment of Custodial Account Deposits in Custodial Account	45
	Subsection 11.05	Withdrawals From the Custodial Account	46
	Subsection 11.06	Establishment of Escrow Account; Deposits in Escrow Account	48
	Subsection 11.07	Withdrawals From Escrow Account	48
	Subsection 11.08	Payment of Taxes; Insurance and Other Charges; Collections Thereunder	49
	Subsection 11.09	Transfer of Accounts	49
	Subsection 11.10	Maintenance of Hazard Insurance	49
	Subsection 11.11	[Reserved]	50
	Subsection 11.12	Fidelity Bond; Errors and Omissions Insurance	50


 




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	Subsection 11.13	Title, Management and Disposition of REO Property	51
	Subsection 11.14	Servicing Compensation	52
	Subsection 11.15	Distributions	52
	Subsection 11.16	Statements to the Purchaser	53
	Subsection 11.17	Advances by the Servicing Administrator	53
	Subsection 11.18	Assumption Agreements	54
	Subsection 11.19	Satisfaction of Mortgages and Release of Mortgage Files	54
	Subsection 11.20	Servicing Administrator Shall Provide Access and Information as Reasonably Required	55
	Subsection 11.21	Inspections	56
	Subsection 11.22	Restoration of Mortgaged Property	56
	Subsection 11.23	Appointment of Master Servicer	56
	Subsection 11.24	[Reserved]	57
	Subsection 11.25	Credit Reporting	57
	Subsection 11.26	Deregistration of MERS Designated Mortgage Loans	57
	 	 	 





	SECTION 12.	The Servicing Administrator	57
	 	 	 






	Subsection 12.01	Indemnification; Third Party Claims	57
	Subsection 12.02	Merger or Consolidation of the Servicing Administrator	58
	Subsection 12.03	Limitation on Liability of the Servicing Administrator and Others	58
	Subsection 12.04	Acquisition and Resignation	59



 


	SECTION 13.	Default	59



 


	Subsection 13.01	Events of Default	59
	Subsection 13.02	Waiver of Default	61
	 	 	 






	SECTION 14.	Termination	61
	 	 	 






	Subsection 14.01	Termination	61
	Subsection 14.02	Successors to the Servicing Administrator	62



 


	SECTION 15.	Notices	63
	SECTION 16.	Cooperation of Seller with Subsequent Transaction	64
	SECTION 17.	Severability Clause	66
	SECTION 18.	No Partnership	66
	SECTION 19.	Counterparts	66
	SECTION 20.	Governing Law	66
	SECTION 21.	Intention of the Parties	67
	SECTION 22.	Waivers	67
	SECTION 23.	Exhibits	67
	SECTION 24.	General Interpretive Principles	67
	SECTION 25.	Reproduction of Documents	68
	SECTION 26.	Amendment	68
	SECTION 27.	Confidentiality and Disaster Recovery Plan	68


 




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	SECTION 28.	Entire Agreement	69
	SECTION 29.	Further Agreements	70
	SECTION 30.	Successors and Assigns	70
	SECTION 31.	Non-Solicitation	70
	SECTION 32.	Third Party Beneficiary	71
	SECTION 33.	Compliance With Regulation AB	71
	 	 	 





	Subsection 33.01	Intent of the Parties; Reasonableness	71
	Subsection 33.02	Additional Representations and Warranties of the Seller	72
	Subsection 33.03	Information to Be Provided by the Seller	72
	Subsection 33.04	Annual Statement as to Compliance	76
	Subsection 33.05	[Reserved]	76
	Subsection 33.06	Use of Subservicers and Subcontractors	76
	Subsection 33.07	Indemnification; Remedies	77


 


	EXHIBITS	 
	 	 
	EXHIBIT 1	FORM OF SELLER’S AND SERVICING ADMINISTRATOR’S OFFICER’S CERTIFICATE
	 	 
	EXHIBIT 2	MORTGAGE LOAN DOCUMENTS
	 	 
	EXHIBIT 3	CONTENTS OF EACH MORTGAGE FILE
	 	 
	EXHIBIT 4	MORTGAGE LOAN SCHEDULE FIELDS
	 	 
	EXHIBIT 5	FORM OF PURCHASE ADVICE
	 	 
	EXHIBIT 6	FORM OF OPINION OF COUNSEL
	 	 
	EXHIBIT 7	FORM OF CUSTODIAL ACCOUNT CERTIFICATION
	 	 
	EXHIBIT 8	FORM OF ESCROW ACCOUNT CERTIFICATION
	 	 
	EXHIBIT 9A	FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
	(SECURITIZATION)
	 
	EXHIBIT 9B	RESERVED
	 	 
	EXHIBIT 10	RESERVED
	 	 
	EXHIBIT 11	SERVICING CRITERIA
	 	 
	EXHIBIT 12	ANNUAL CERTIFICATION
	 	 
	EXHIBIT 13	STANDARD FILE LAYOUT
	 	 
	EXHIBIT 14	FORM 332



 






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	EXHIBIT 15	DELINQUENCY REPORTING
	 	 
	EXHIBIT 16	RESERVED
	 	 
	EXHIBIT 17	PHH RECONSTITUTION AGREEMENT
	 	 
	EXHIBIT 18	SHELLPOINT SUBSERVICING AGREEMENT


 




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MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT


 


THIS MORTGAGE LOAN
PURCHASE AND SERVICING AGREEMENT (the “Agreement”), dated as of September 26, 2014, is hereby executed by and
between J.P. Morgan Mortgage Acquisition Corp., a Delaware corporation, as purchaser (the “Purchaser”)
and Five Oaks Acquisition Corp., a Delaware corporation, in its capacity as seller (the “Seller”) and in its
capacity as owner of the mortgage servicing rights (the “Servicing Administrator”).


 


WITNESSETH:


 


WHEREAS, the Seller
desires to sell to the Purchaser, and, the Purchaser desires to purchase from the Seller, certain conventional, fixed and adjustable-rate,
residential, first-lien mortgage loans (the “Mortgage Loans”) and certain fixed and adjustable rate first-lien
Co-op Loans (the “Co-op Loans”), as described herein on a servicing-retained basis, and which shall be delivered
as whole loans as provided herein;


 


WHEREAS, each Mortgage
Loan is secured by a mortgage, deed of trust or other security instrument creating a first-lien on a residential dwelling located
in the jurisdiction indicated on the Mortgage Loan Schedule; and


 


WHEREAS, each of the
Co-op Loans is secured by a pledge of shares of stock issued by a Cooperative and the assignment of the appurtenant proprietary
lease, all relating to a specified dwelling unit in an apartment building owned by the Cooperative and located in the state indicated
on the Mortgage Loan Schedule; and


 


WHEREAS, the Purchaser,
the Seller, and the Servicing Administrator wish to prescribe the manner of the conveyance, master servicing, servicing and control
of the Mortgage Loans.


 


NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Purchaser, the Seller, and the Servicing Administrator agree as follows:


 


SECTION
1.  Definitions.


 


Subsection
1.01         Definitions.


 


For purposes of this
Agreement, the following capitalized terms shall have the respective meanings set forth below.


 


Adjustment Date:
As to each ARM Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related
Mortgage Note.


 


Advance: Collectively,
P&I Advances and Servicing Advances.


 


Agreement: This
Mortgage Loan Purchase and Servicing Agreement including all exhibits, schedules, amendments and supplements hereto.


 




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ALTA: The American
Land Title Association or any successor in interest thereto.


 


Applicable Law:
All applicable federal, state or local statutes, laws, ordinances, rules and regulations and any other applicable requirements
and guidance of any government or agency or instrumentality thereof, including, but not limited to, the Consumer Financial Protection
Bureau, as such may be amended, modified or supplemented from time to time, and applicable judicial and administrative judgments,
orders, stipulations, awards, writs, and injunctions.


 


Appraised Value:
With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by a Qualified Appraiser at the
time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor
with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan, such value of
the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage
Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.


 


Approved Tax Service
Contract Provider: Any of the following providers: First American, Fidelity or a third party mutually agreed to by the Servicing
Administrator and the Purchaser.


 


ARM Mortgage Loan:
A Mortgage Loan purchased pursuant to this Agreement the Mortgage Interest Rate of which is adjusted from time to time in accordance
with the terms of the related Mortgage Note.


 


Assignment of Mortgage:
An individual assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction in which the related Mortgaged Property is located to give record notice of the sale of the Mortgage to
the Purchaser.


 


Business Day:
Any day other than a Saturday or Sunday, or a day on which banking and savings and loan institutions in the State of New York or
any state in which the Master Servicer or a Subservicer are located are authorized or obligated by law or executive order to be
closed.


 


Closing Date:
October 1, 2014, or such other date agreed to by the parties to this Agreement.


 


Closing Documents:
The documents required to be delivered on the Closing Date pursuant to Section 9.


 


Code: The Internal
Revenue Code of 1986, as amended, or any successor statute thereto.


 


Combined Loan-to-Value
Ratio or CLTV: With respect to any Mortgage Loan, the sum of the original principal balance of such Mortgage Loan and
the outstanding principal balance (or the full amount permissible under the line of credit in the event the subordinate lien is
a home equity line of credit) of any related senior or subordinate lien as of the date of origination of the Mortgage Loan, divided
by the Appraised Value of the Mortgaged Property as of the origination date.


 




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Commission:
The United States Securities and Exchange Commission.


 


Compensating Interest:
An amount (to be paid by the Servicing Administrator out of its own funds) equal to the lesser of (i) the Prepayment Interest
Shortfall Amount for the related Determination Date resulting solely from Principal Prepayments in full or in part for any Mortgage
Loan during the related Principal Prepayment Period and (ii) one-half of aggregate Servicing Fee for such Remittance Date.
The Servicing Administrator shall not have the right to reimbursement for any amounts remitted in respect of Compensating Interest.
Such amounts remitted shall be deposited into the Custodial Account and distributed therewith on the related Remittance Date. The
Servicing Administrator shall not be obligated to pay Compensating Interest with respect to Relief Act Interest Shortfalls.


 


Condemnation Proceeds:
All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of all or part of a Mortgaged
Property by exercise of the power of condemnation or the right of eminent domain, to the extent not required to be released to
a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.


 


Consumer Information:
Information including, but not limited to, all personal information about Mortgagors that is supplied to the Purchaser by or on
behalf of the Seller.


 


Convertible Mortgage
Loan: A Mortgage Loan that by its terms and subject to certain conditions allows the Mortgagor to convert the adjustable Mortgage
Interest Rate thereon to a fixed Mortgage Interest Rate.


 


Co-op Lease:
With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated
to the related dwelling unit.


 


Co-op Loan:
A Mortgage Loan that is secured by a first-lien on and a perfected security interest in Cooperative Shares and the related proprietary
lease granting exclusive rights to occupy the related cooperative apartment in the building owned by the related Cooperative.


 


Co-op Stock:
With respect to a Co-op Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the
related residential cooperative housing corporation.


 


Cooperative:
The private, non profit cooperative apartment corporation which owns all of the real property that comprises the Project, including
the land, separate dwelling units and all common areas.


 


Cooperative Unit:
With respect to any Co-op Loan, a specific unit in a Project.


 


Cooperative Shares:
With respect to any Co-op Loan, the shares of stock issued by a Cooperative and allocated to a Cooperative Unit and represented
by a stock certificates.


 


Covered Home Loan:
A Mortgage Loan categorized as “Covered” pursuant to Appendix E of the Standard & Poor’s Glossary.


 




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Credit Score:
If two credit bureau scores are obtained, the Credit Score will be the lower score. If three credit bureau scores are obtained,
the Credit Score will be the middle of the three. When there is more than one applicant, the lowest of the applicants’ Credit
Scores will be used. There is only one (1) score for any Mortgage Loan regardless of the number of Mortgagors and/or applicants.
In no event shall less than two credit bureau scores be obtained to determine the Credit Score.


 


Customary Servicing
Procedures: With respect to any Mortgage Loan, those mortgage servicing practices (including collection practices and procedures)
of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction
where the related Mortgaged Property is located, and which are in accordance with (i) accepted mortgage servicing practices of
prudent lending institutions, (ii) the Fannie Mae Guides, as amended from time to time and (iii) Applicable Law.


 


Custodial Account:
As defined in Subsection 11.04.


 


Custodial Account
Certification: A custodial account certification substantially in the form set forth on Exhibit 7 attached hereto.


 


Custodian: The
custodian designated by the Purchaser from time to time.


 


Cut-off Date:
The Cut-off Date specified in the Purchase Advice.


 


Cut-off Date Principal
Balance: The aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.


 


Delaware Trustee:
The entity appointed as Delaware Trustee in connection with the Subsequent Transaction.


 


Deleted Mortgage
Loan: A Mortgage Loan replaced or to be replaced with a Substitute Mortgage Loan in accordance with this Agreement.


 


Delinquent Mortgage
Loan: As defined in Subsection 14.01.


 


Depositor: The
depositor, as such term is defined in Regulation AB, with respect to the Subsequent Transaction.


 


Determination Date:
With respect to each Remittance Date, the 15th day (or, if such 15th day is not a Business Day, the following Business
Day) of the month in which such Remittance Date occurs.


 


Due Date: With
respect to each Remittance Date, the first day of the month in which such Remittance Date occurs, which is the day on which the
Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.


 


Due Period:
With respect to each Remittance Date, the period beginning on the second day of the month preceding the month of the Remittance
Date, and ending on the first day of the month of the Remittance Date.


 




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Eligible Account:
An account which is either:


 


(1)         Maintained
with a federal or state-chartered depository institution or trust company that complies with the definition of “Eligible
Institution;” or


 


(2)         Maintained
with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b),
which, in either case, has corporate trust powers and is acting in its fiduciary capacity.


 


Eligible Institution:
A federal or state chartered depository institution or trust company the short term unsecured debt obligations of which (or, in
the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations
of such holding company) have the highest short term ratings of each NRSRO (except that, in the case of S&P, such entity need
only have a long-term rating of at least “A+”) at the time any amounts are held on deposit therein, provided, however,
that, within 30 days of a downgrade of such entity, the Servicing Administrator, shall, at its own cost, transfer all funds held
in such account to another account having the highest short term ratings of each NRSRO at the time any amounts are held on deposit
therein, provided further, that such institution, trust company or holding company, as applicable, shall not be required to have
a short-term rating in KBRA’s highest category if KBRA does not currently have a rating assigned to such institution, trust
company or holding company, as applicable. For the purposes of the foregoing definition, NRSRO means each of S&P, KBRA and
DBRS, Inc.


 


Eligible Investments: 
At any time, any one or more of the following obligations and certificates:


 


		(i)	obligations of the United States or any agency thereof,
provided that such obligations are backed by the full faith and credit of the United States and have a short-term credit
rating of at least “A-1” or a long-term credit rating of at least “AA-” from S&P;



 


		(ii)	general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia receiving the highest long-term debt rating of each NRSRO;



 


		(iii)	commercial or finance company paper which is then receiving
the highest commercial or finance company paper rating of each NRSRO rating such paper;



 


		(iv)	certificates of deposit, demand or time deposits, or
bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States
or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided
that the commercial paper and/or long-term unsecured debt obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations
of such holding company, but only if Moody’s Investors Service, Inc. is not the applicable NRSRO) are then rated one of
the two highest long-term and the highest short-term ratings of each NRSRO;



 




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		(v)	demand or time deposits or certificates of deposit issued
by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC;



 


		(vi)	guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation that has the highest short-term rating of each NRSRO at the time of the contractual commitment;



 


		(vii)	repurchase obligations with respect to any security described
in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as
principal) described in clause (iv) above;



 


		(viii)	securities (other than stripped bonds, stripped coupons
or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment,
have one of the two highest ratings of each NRSRO (except if the NRSRO is Moody’s Investors Service, Inc., such rating shall
be the highest commercial paper rating of Moody’s Investors Service, Inc. for any such series);



 


		(ix)	interests in any money market fund which at the date
of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable
rating by each NRSRO rating such fund, including funds for which the Delaware Trustee, the Master Servicer, the Securities Administrator
or any of its Affiliates is investment manager or adviser; and



 


		(x)	such other investments having a specified stated maturity
and bearing interest or sold at a discount that have been assigned the highest short-term rating by each NRSRO;



 


provided, that no such
instrument shall be an Eligible Investment if (i) such instrument evidences the right to receive interest-only payments with
respect to the obligations underlying such instrument or (ii) such instrument would require the Depositor to register as an
investment company under the Investment Company Act of 1940, as amended.  For the purposes of the foregoing definition, NRSRO
means each of S&P, KBRA and DBRS, Inc.


 


Escrow Account:
As defined in Subsection 11.06.


 


Escrow Account Certification:
An escrow account certification substantially in the form set forth on Exhibit 8 attached hereto.


 




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Escrow Payments:
The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums, fire and hazard insurance
premiums, flood insurance premiums, condominium charges and other payments as may be required to be escrowed by the Mortgagor with
the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.


 


Event of Default:
Any one of the conditions or circumstances enumerated in Subsection 13.01.


 


Exchange Act:
The Securities Exchange Act of 1934, as amended.


 


Fannie Mae:
Fannie Mae or any successor thereto.


 


Fannie Mae Guides:
The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.


 


Fannie Mae Transfer:
As defined in Section 16 hereof.


 


FDIC: The Federal
Deposit Insurance Corporation or any successor thereto.


 


Fidelity Bond:
The fidelity bond required to be obtained by the Servicing Administrator pursuant to Subsection 11.12.


 


FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from time to time.


 


Freddie Mac:
The Federal Home Loan Mortgage Corporation or any successor thereto.


 


Freddie Mac Transfer:
As defined in Section 16 hereof.


 


Gross Margin:
With respect to each ARM Mortgage Loan, the fixed percentage amount set forth in each related Mortgage Note which is added to the
Index on each Adjustment Date in order to determine the related Mortgage Interest Rate for such Mortgage Loan.


 


High Cost Loan:
A Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994
(b) a “high cost home,” “threshold,” “covered,” “high risk home”, or “predatory”
or similar loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology
under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage
loans having high interest rates, points and/or fees), or (c) a Mortgage Loan categorized as a Covered Home Loan or a Mortgage
Loan categorized as “High Cost Loan” pursuant to Appendix E of the Standard & Poor’s Glossary.


 


HUD: The United
States Department of Housing and Urban Development or any successor thereto.


 


Index: With
respect to each ARM Mortgage Loan, the index as provided in the related Mortgage Note for the purpose of calculating the Mortgage
Interest Rate thereon.


 




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Initial Purchaser:
J.P. Morgan Mortgage Acquisition Corp.


 


Initial Rate Cap:
As to each ARM Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on the first Adjustment Date as provided
in the related Mortgage Note.


 


Insurance Proceeds:
With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.


 


Interest Only Mortgage
Loan: A Mortgage Loan that requires payment of interest for a period of time specified on the related Mortgage Note. The interest-only
period is followed by full amortization of the remaining balance for the remaining duration of the loan.


 


Interim Funder:
With respect to each MERS Designated Mortgage Loan, the Person named on the MERS® System as the interim funder pursuant
to the MERS Procedures Manual.


 


Investor: With
respect to each MERS Designated Mortgage Loan, the Person named on the MERS® System as the investor pursuant to
the MERS Procedures Manual.


 


KBRA: Kroll
Bond Rating Agency, Inc.


 


Lender Paid Primary
Mortgage Insurance Fee or LPMI Fee: With respect to each Mortgage Loan which has an LPMI Policy, the portion of the Mortgage
Interest Rate as set forth on the Mortgage Loan Schedule (which shall be payable solely from the interest portion of Monthly Payments,
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds), which, during such period prior to the required cancellation
of the LPMI Policy, shall be used to pay the premium due on the related LPMI Policy.


 


Lender Paid Primary
Mortgage Insurance Policy or LPMI Policy: A policy of primary mortgage guaranty insurance issued by a Qualified Insurer pursuant
to which the related premium is to be paid by the Servicing Administrator of the related Mortgage Loan from payments of interest
made by the Mortgagor in an amount as is set forth in the Mortgage Loan Schedule.


 


Lifetime Rate Cap:
As to each ARM Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance with the provisions
of the related Mortgage Note.


 


Liquidation Proceeds:
The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure
sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation Proceeds.


 


Loan-to-Value Ratio
or LTV: With respect to any Mortgage Loan as of the date of origination, the ratio, expressed as a percentage, on such date
of the outstanding principal balance of the Mortgage Loan, to the Appraised Value of the related Mortgaged Property.


 




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LPMI Rate: With
respect to each Mortgage Loan covered by a LPMI Policy, the percentage of the Mortgage Interest Rate which shall be used to pay
the premium due on the related LPMI Policy.


 


Master Servicer:
Any master servicer appointed by the Purchaser in its sole discretion in accordance with Subsection 11.23 hereof.


 


MERS: MERSCORP,
Inc., its successors and assigns.


 


MERS Designated
Mortgage Loan: Mortgage Loans for which (a) the Seller has designated or will designate MERS as, and has taken or will
take such action as is necessary to cause MERS to be, the mortgagee of record, as nominee for the Seller, in accordance with
MERS Procedure Manual and (b) the Seller has designated or will designate the Purchaser as the Investor on the MERS® System.


 


MERS Procedure Manual:
The MERS Procedures Manual, as it may be amended, supplemented or otherwise modified from time to time.


 


MERS Report:
The report from the MERS System listing MERS Designated Mortgage Loans and other information.


 


MERS® System:
MERS mortgage electronic registry system, as more particularly described in the MERS Procedures Manual.


 


Monthly Payment:
With respect to any Mortgage Loan, the scheduled payment of principal and interest payable by a Mortgagor under the related Mortgage
Note on each Due Date, which such payment may change on any Adjustment Date as provided in the related Mortgage Note and Mortgage.


 


Mortgage: (a) With
respect to any Mortgage Loan that is not a Co-op Loan, the mortgage, deed of trust or other instrument creating a first-lien on
the Mortgaged Property securing the Mortgage Note, and (b) with respect to a Co-op Loan, the related Security Agreement.


 


Mortgage File:
With respect to any Mortgage Loan, the items listed in Exhibit 3 hereto.


 


Mortgage Interest
Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time
in accordance with the provisions of the related Mortgage Note, including, but not limited to, the limitations on such interest
rate imposed with respect to each ARM Mortgage Loan by the Initial Rate Cap, the Periodic Rate Cap and the Lifetime Rate Cap.


 


Mortgage Loan:
An individual Mortgage Loan or Co-op Loan which is the subject of this Agreement, each Mortgage Loan sold, assigned and transferred
pursuant to this Agreement and identified on the Mortgage Loan Schedule, including, without limitation, the Mortgage File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO disposition proceeds,
and all other rights, benefits, proceeds and obligations arising from or in connection with such mortgage loan.


 




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Mortgage Loan Documents:
With respect to any Mortgage Loan or Co-op Loan, the documents listed in Exhibit 2 hereto.


 


Mortgage Loan Package:
The Mortgage Loan or Mortgage Loans sold to the Purchaser by the Seller on the Closing Date.


 


Mortgage Loan Remittance
Rate: With respect to any Mortgage Loan, the annual rate of interest payable to the Purchaser, which shall be equal to the
related Mortgage Interest Rate minus the related Servicing Fee Rate and the related LPMI Rate, if applicable.


 


Mortgage Loan Schedule:
For the Mortgage Loan Package, the schedule setting forth the information set forth on Exhibit 4 with respect to each
Mortgage Loan.


 


The Mortgage Loan Schedule
shall set forth the following information, as of the Cut-off Date, with respect to the Mortgage Loans in the aggregate:


 


(1)         the
number of Mortgage Loans;


 


(2)         the
related Cut-off Date Principal Balance;


 


(3)         the
weighted average Mortgage Interest Rate of the Mortgage Loans;


 


(4)         the
weighted average months to maturity of the Mortgage Loans;


 


(5)         the
weighted average Lifetime Rate Cap; and


 


(6)         the
weighted average Gross Margin.


 


Mortgage Note:
The original executed note evidencing the indebtedness of the Mortgagor under the related Mortgage Loan.


 


Mortgaged Property:
(a) With respect to each Mortgage Loan which is not a Co-op Loan, the Mortgagor’s real property securing repayment of
a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a Residential Dwelling
and (b) with respect to each Co-op Loan, the related Cooperative Shares and related Co-op Lease.


 


Mortgagee: The
mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.


 


Mortgagor: The
obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor named in the Mortgage and such
grantor’s or mortgagor’s successors in title to the Mortgaged Property.


 


OCC: The Office
of the Comptroller of the Currency.


 


Officer’s
Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or a Vice President
of the Person on behalf of whom such certificate is being delivered.


 




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Opinion of Counsel:
A written opinion of counsel, who may be an employee of the Seller or the Servicing Administrator, reasonably acceptable to the
Purchaser.


 


P&I Advance:
As defined in Subsection 11.17.


 


Periodic Rate Cap:
As to each ARM Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on any Adjustment Date as provided
in the related Mortgage Note.


 


Person: An individual,
corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization
or government or any agency or political subdivision thereof.


 


PHH: PHH Mortgage
Corporation.


 


PHH Reconstitution
Agreement The reconstitution agreement attached hereto as Exhibit 17.


 


Prepayment Interest
Shortfall Amount: With respect to any Mortgage Loan that was subject to a Principal Prepayment in full or in part during any
Principal Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan during such Principal Prepayment Period,
the amount of interest (at the related Mortgage Loan Remittance Rate) that would have accrued on the amount of such Principal Prepayment
during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan and ending on
the day immediately preceding the Due Date, inclusive.


 


Prepayment Penalty:
With respect to each Mortgage Loan, the prepayment penalty, charge, premium or fee, if any, payable upon the prepayment, in whole
or in part, of such Mortgage Loan, as set forth in the related Mortgage Note.


 


Primary Mortgage
Insurance Policy or PMI Policy: A policy of primary mortgage guaranty insurance or a replacement policy of primary mortgage
guaranty insurance issued by a Qualified Insurer, the form and substance of which is in substantial conformance with primary mortgage
insurance policies acceptable to Fannie Mae or Freddie Mac.


 


Principal Prepayment:
Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including
any Prepayment Penalty thereon and that is not accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.


 


Principal Prepayment
Period: With respect to any Remittance Date, the calendar month immediately preceding the month in which the related Remittance
Date occurs.


 


Project: All
real property owned by the Cooperative including the land, separate dwelling units and all common areas.


 


Purchase Advice:
With respect to each Mortgage Loan, a letter entered into between the Seller and the Purchaser in the form of Exhibit 5
hereto that provides for the purchase of Mortgage Loan(s) pursuant to the terms of this Agreement and sets forth the Purchase Price
Percentage and certain other terms and conditions of the sale and purchase of such Mortgage Loan.


 




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Purchase Price:
The price paid on the Closing Date by the Purchaser to the Seller pursuant to this Agreement in exchange for the Mortgage Loans
as set forth in Section 4 hereto.


 


Purchase Price Percentage:
With respect to a Mortgage Loan, that certain purchase price percentage specified in the Purchase Advice for that Mortgage Loan.


 


Purchaser: The
Person listed as such in the initial paragraph of this Agreement, together with its successors and assigns as permitted under the
terms of this Agreement.


 


Qualified Appraiser:
An appraiser of a Mortgaged Property duly appointed by the originator of the related Mortgage Loan, who (i) had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the security thereof, (ii) received no non-compensation
benefit from, and whose compensation or flow of business is not affected by, the approval or disapproval of the related Mortgage
Loan, (iii) met the qualifications of Fannie Mae or Freddie Mac and satisfied the requirements of Title XI of FIRREA,
and (iv) the selection of whom was made independently of the broker (where applicable) and the originator’s loan sales
and loan production personnel.


 


Qualified Correspondent:
Any Person from which the Seller purchased Mortgage Loans, provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the Seller and such Person that contemplated that such Person would
underwrite mortgage loans from time to time, for sale to the Seller, in accordance with underwriting guidelines designated by the
Seller (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines, or if not
underwritten in conformance to the Designated Guidelines or guidelines that do not materially vary from such Designated Guidelines,
had reasonable compensating factors; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above
and were acquired by the Seller within 180 days after origination; (iii) either (x) the Designated Guidelines were,
at the time such Mortgage Loans were originated, used by the Seller in origination of mortgage loans of the same type as the Mortgage
Loans for the Seller’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten,
designated by the Seller on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Seller;
and (iv) the Seller employed, at the time such Mortgage Loans were acquired by the Seller, pre-purchase or post-purchase quality
assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular
time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied
the underwriting criteria designated by the Seller or had reasonable compensating factors and provided the Seller with satisfactory
evidence of such compliance or such reasonable compensating factors.


 


Qualified Insurer:
An insurer acceptable to Fannie Mae and Freddie Mac and which is rated A-/VIII or better in the current Best’s Key Rating
Guide (“Best’s”).


 


Rating Agency:
Any nationally recognized statistical rating organization.


 




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Reconstitution Agreement:
As defined in Section 16 hereof.


 


Reconstitution Date:
October 3, 2014, or such other date as determined by the parties in the Subsequent Transaction.


 


Record Date:
The close of business of the last Business Day of the month preceding the month of the related Remittance Date.


 


Refinanced Mortgage
Loan: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.


 


Regulation AB:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1123, as such may
be amended from time to time, including amendments contained in Release Nos. 33-9117 and 34-61858 upon effectiveness, and
subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or as may be provided by the Commission or its staff from time to time.


 


Regulation Z:
As defined in Subsection 7.01(iiii).


 


Relief Act Interest
Shortfalls: With respect to any Remittance Date and any Mortgage Loan as to which there has been a reduction in the amount
of interest collectible thereon for the most recently ended calendar month as a result of the application of the Servicemembers
Civil Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended
calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.


 


Remittance Date:
The 18th day of any month, beginning in October 2014 (or, if such 18th day is not a Business Day, the preceding
Business Day).


 


REO Disposition:
The final sale by the Servicing Administrator or the Purchaser of an REO Property.


 


REO Disposition
Proceeds: All amounts received with respect to an REO Disposition pursuant to Subsection 11.13.


 


REO Property:
A Mortgaged Property acquired by the Servicing Administrator through foreclosure or deed in lieu of foreclosure, as described in
Subsection 11.13.


 


Repurchase Price:
With respect to any Mortgage Loan, an amount equal to (x) the greater of (A) the Scheduled Principal Balance of the Mortgage
Loan subject to repurchase as of the date on which such repurchase takes place or (B) the related Purchase Price Percentage
multiplied by the Scheduled Principal Balance of the Mortgage Loan subject to repurchase, plus (y) (i) accrued interest
at the Mortgage Loan Remittance Rate from and including the Due Date through which interest was last paid by or on behalf of the
Mortgagor through the last day of the month in which such repurchase occurs; (ii) any out-of-pocket costs and expenses incurred
by Purchaser to effect the repurchase; and (v) any cost and/or damages incurred in connection with any violation of any predatory
lending law.


 




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Residential Dwelling:
Any one of the following: (i) a detached one-family dwelling, (ii) a detached two-to-four family dwelling, (iii) a
one-family dwelling unit in a condominium project or (iv) a one-family dwelling in a planned unit development, none of which
is a mobile or manufactured home.


 


Scheduled Principal
Balance: As to each Mortgage Loan as to any date of determination, (i) the principal balance of the Mortgage Loan at the
Cut-off Date after giving effect to the principal portion of any Monthly Payments due on or before such date, whether or not received,
as well as any Principal Prepayments received before such date, minus (ii) all amounts previously distributed to the Purchaser
with respect to the Mortgage Loan representing payments or recoveries of principal, or advances in lieu thereof.


 


Securities Act:
The federal Securities Act of 1933, as amended.


 


Securities Administrator:
The entity appointed as Securities Administrator in connection with the Subsequent Transaction.


 


Security Agreement:
With respect to a Co-op Loan, the agreement or mortgage creating a security interest in favor of the originator of the Co-op Loan
in the related Co-op Stock.


 


Seller: Five
Oaks Acquisition Corp., a Delaware corporation, in its capacity as seller, or the successor in interest to such entity or any successor
to the Seller under this Agreement appointed as herein provided.


 


Servicing Administrator:
Five Oaks Acquisition Corp., a Delaware corporation, in its capacity as servicing administrator or its successor in interest or
any successor to the Servicing Administrator under this Agreement appointed as herein provided.


 


Servicing Administrator
Information: As defined in Subsection 33.07.


 


Servicing Advances:
All customary, reasonable and necessary out of pocket costs and expenses incurred in the performance by the Servicing Administrator
of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection
of the Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the management and
liquidation of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage, and (d) payments
made by the Servicing Administrator with respect to a Mortgaged Property pursuant to Subsection 11.08.


 


Servicing Criteria:
The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as set forth on Exhibit 11 hereto.


 




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Servicing Fee:
With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Servicing Administrator, which
shall, for each month, be equal to one-twelfth of the product of the Servicing Fee Rate and the Scheduled Principal Balance of
such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting
which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is
limited to, and payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds
and other proceeds, to the extent permitted by Subsection 11.05) of related Monthly Payments collected by the Servicing Administrator,
or as otherwise provided under Subsection 11.05.


 


Servicing Fee Rate:
With respect to a Mortgage Loan sold in a Mortgage Loan Package, the rate set forth on the Mortgage Loan Schedule or Purchase Advice.


 


Servicing File:
With respect to each Mortgage Loan, the file retained by the Servicing Administrator consisting of originals of all documents in
the Mortgage File which are not delivered to the Purchaser or the Custodian and copies of the Mortgage Loan Documents set forth
in Exhibit 2 hereto.


 


Servicing Officer:
Any officer of the Servicing Administrator involved in, or responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished to the Purchaser by the Servicing Administrator, as such list may
be amended from time to time.


 


Shellpoint:
New Penn Financial, LLC, d/b/a Shellpoint Mortgage Servicing.


 


Shellpoint Subservicing
Agreement: The subservicing agreement attached hereto as Exhibit 18.


 


Standard & Poor’s:
Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.


 


Standard & Poor’s
Glossary: The Standard & Poor’s LEVELS® Glossary, as may be in effect from time to time.


 


Subcontractor:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicing
Administrator or a Subservicer.


 


Subsequent Transaction:
The sale of all of the Mortgage Loans to J.P. Morgan Mortgage Trust 2014-OAK4 on the Reconstitution Date.


 


Subservicer:
PHH, Shellpoint or any Person that services Mortgage Loans on behalf of the Servicing Administrator and is responsible for the
performance (whether directly or through subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicing Administrator under this Agreement or the Reconstitution Agreement that are identified
in Item 1122(d) of Regulation AB.


 


Subservicing Agreement:
The PHH Reconstitution Agreement, the Shellpoint Subservicing Agreement or any other subservicing agreement between the Servicing
Administrator and either PHH, Shellpoint or any other Subservicer relating to the servicing and administration of certain Mortgage
Loans.


 




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Substitute Mortgage
Loan: A mortgage loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, be
approved by the Purchaser and (i) have a Scheduled Principal Balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of, and not materially less than, the Scheduled Principal Balance of the
Deleted Mortgage Loan; (ii) have a Mortgage Interest Rate not less than that of the Deleted Mortgage Loan; (iii) have
a Loan-to-Value Ratio not higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage Loan; (v) comply with each representation and warranty
set forth in Subsection 7.01; (vi) be current in the payment of principal and interest; (vii) be secured by a Mortgaged
Property of the same type and occupancy status as secured the Deleted Mortgage Loan; (viii) with respect to a Deleted Mortgage
Loan which is an ARM Mortgage Loan, have the same Index as the Deleted Mortgage Loan; and (ix) have payment terms that do
not vary in any material respect from those of the Deleted Mortgage Loan.


 


Tax Service Contract:
A life of loan, transferable real estate tax service contract.


 


Termination Without
Cause Fee: With respect to any Mortgage Loan, an amount equal to (a) if the related Mortgage Loan is less than sixty (60) days
delinquent, a mutually agreeable market multiple times the Servicing Fee Rate, or (b) if the related Mortgage Loan is sixty (60)
days or more delinquent, zero.


 


Texas Home Equity
Loan: An extension of credit described in Section 50(a)(6), Article XVI of the Texas Constitution.


 


Third-Party Originator:
Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the Seller.


 


Underwriting Guidelines:
The underwriting guidelines applicable to the Mortgage Loans as of the origination date of such Mortgage Loans and identified on
the Mortgage Loan Schedule with respect to each Mortgage Loan using an identifier that is unique for each distinct set of underwriting
guidelines.


 


SECTION
2.  Purchase and Conveyance.


 


The Purchaser will
purchase all Mortgage Loans approved for funding by the Purchaser under Purchaser’s mortgage loan purchase program and pursuant
to the term of this Agreement and the Exhibits attached hereto. On or prior to the Closing Date, the Seller shall receive a Purchase
Advice. Upon such receipt, the Seller shall sell, transfer, assign, set over and convey to the Purchaser, without recourse, but
subject to the representations, warranties, terms and provisions of this Agreement, all the right, title and interest of the Seller
in and to the related Mortgage Loans as being sold by it, together with the related Mortgage Files and all rights and obligations
arising under the documents contained therein.


 




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With respect to each
Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled principal due after the Cut-off
Date, (b) all other payments and/or recoveries of principal collected on or after the Cut-off Date (provided, however,
that all scheduled payments of principal due on or before the Cut-off Date whether or not collected as of the Cut-off Date shall
belong to the Seller) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion
of any such interest payment that is allocable to the period prior to the Cut-off Date) and the LPMI Fee, if applicable.


 


SECTION
3.  Mortgage Loan Schedule.


 





The Seller shall deliver
the Mortgage Loan Schedule with respect to the Mortgage Loan Package to the Purchaser at least four (4) Business Days prior
to the Closing Date. 


 


SECTION
4.  Purchase Price.


 


The Purchase Price
for a Mortgage Loan shall be the Purchase Price Percentage multiplied by the Cut-off Date Principal Balance of that Mortgage Loan,
plus accrued interest at the Mortgage Loan Remittance Rate from the Cut-off Date through the day immediately prior to the Closing
Date. Subject to the conditions set forth herein, the Purchaser shall pay the Purchase Price to the Seller on the Closing Date
by wire transfer of immediately available funds to the account designated by the Seller.


 


SECTION
5.  Examination of Mortgage Files.


 





Prior to the Closing
Date, Purchaser shall be entitled to perform a full due diligence review of the Mortgage Loans and review the Mortgage Loan Documents
prior to the Closing Date, and the Seller shall, prior to the Closing Date, make the Mortgage Files available to the Purchaser
for examination and the Purchaser shall have the right to conduct property inspections, and obtain appraisal recertifications,
drive-by appraisals, or brokers price opinions. Unless otherwise agreed to in writing by the parties to this Agreement, Seller
agrees to cooperate with and consent to and, if required, grant access and/or authorization to, Purchaser or its agent to perform
diligence on the related Mortgagors, including, but not limited to, third-party fraud review, phone verification of employment
through employer. Such review by the Purchaser or its designee shall not impair or diminish the rights of the Purchaser or any
of its successors under this Agreement with respect to a breach of the representations and warranties contained in this Agreement.
The fact that the Purchaser or its designee has conducted or has failed to conduct any partial or complete examination of the Mortgage
Files shall not affect the Purchaser’s or any of its successors’ rights to demand repurchase or other relief or remedy
provided for in this Agreement.


 




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SECTION
6.  Delivery of Mortgage Loan Documents.


 


Subsection
6.01         Possession of Mortgage Files.


 


The contents of each
Mortgage File required to be retained by the Servicing Administrator to service the Mortgage Loans pursuant to this Agreement and
thus not delivered to the Purchaser or its designee are and shall be held in trust by the Servicing Administrator for the benefit
of the Purchaser as the owner thereof. The Servicing Administrator’s possession of any portion of each such Mortgage File
is at the will of the Purchaser for the sole purpose of facilitating servicing of the Mortgage Loans pursuant to this Agreement,
and such retention and possession by the Servicing Administrator shall be in a custodial capacity only. The ownership of each Mortgage
Note, Mortgage and the contents of each Mortgage File is vested in the Purchaser and the ownership of all records and documents
with respect to the related Mortgage Loan prepared by or which come into the possession of the Servicing Administrator shall immediately
vest in the Purchaser and shall be retained and maintained, in trust, by the Servicing Administrator at the will of the Purchaser
in such custodial capacity only. The Mortgage File retained by the Servicing Administrator with respect to each Mortgage Loan pursuant
to this Agreement shall be appropriately identified in the Servicing Administrator’s computer system to reflect clearly the
ownership of such related Mortgage Loan by the Purchaser. The Servicing Administrator shall release from its custody the contents
of any Mortgage File retained by it only in accordance with this Agreement, except when such release is required in connection
with a repurchase of any such Mortgage Loan pursuant to Subsection 7.03 of this Agreement or if required under Applicable
Law or court order. The Servicing Administrator shall deliver to the Purchaser copies of any documents in a Mortgage File reasonably
requested by the Purchaser within three (3) days of the date of such request.


 


Subsection
6.02         Books and Records.





 


All rights arising
out of the Mortgage Loans including, but not limited to, all funds received by the Servicing Administrator after the Cut-off Date
on or in connection with a Mortgage Loan as provided in Section 2 shall be vested in the Purchaser; provided, however, that
all such funds received on or in connection with a Mortgage Loan shall be received and held by the Servicing Administrator in trust
for the benefit of the Purchaser as the owner of the Mortgage Loans pursuant to the terms of this Agreement.


 


As more fully set forth
in Section 21, it is the express intention of the parties that the transactions contemplated by this Agreement be, and be
construed as, a sale of the Mortgage Loans by the Seller and not a pledge of the Mortgage Loans by the Seller to the Purchaser
to secure a debt or other obligation of the Seller. Consequently, the sale of each Mortgage Loan shall be reflected as a purchase
on the Purchaser’s business records, tax returns and financial statements, and as a sale of assets on the Seller’s
business records, tax returns and financial statements.


 


Subsection
6.03         Delivery of Mortgage Loan Documents.


 


The Seller shall, at
least seven (7) Business Days prior to the Closing Date (or such earlier date as the Purchaser may reasonably request), deliver
and release to the Custodian, the Mortgage Loan Documents with respect to each Mortgage Loan. To the extent that any such Mortgage
Loan Documents have been delivered for recording and have not yet been returned to the Seller by the applicable recording office,
the Seller shall, promptly following receipt by it of such Mortgage Loan Documents from the applicable recording office, deliver
such documents to the Purchaser or its designee; provided, however, that the original recorded document or a clerk-certified copy
thereof shall be delivered to the Purchaser no later than two hundred and ten (210) days following the Closing Date, subject
to the following paragraph.


 




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In the event that such
original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the
Purchaser or its designee within two hundred and ten (210) days following the Closing Date, and in the event that the Seller
does not cure such failure within thirty (30) days after receipt of written notification of such failure from the Purchaser,
the related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at the Repurchase Price. The foregoing
repurchase obligation shall not apply in the event the Seller cannot deliver such original or clerk-certified copy of any document
submitted for recordation to the appropriate public recording office within the specified period due to a delay caused by the recording
office in the applicable jurisdiction; provided that the Seller shall instead deliver a recording receipt of such recording office
or, if such recording receipt is not available, an officer’s certificate of a servicing officer of the Seller, confirming
that such document has been accepted for recording and that the Seller shall immediately deliver such document upon receipt; and,
provided further, that if the Seller cannot deliver such original or clerk-certified copy of any document submitted for recordation
to the appropriate public recording office within the specified time for any reason within twelve (12) months after receipt
of written notification of such failure from the Purchaser, the Seller shall immediately repurchase the related Mortgage Loan at
the Repurchase Price.


 


To the extent received
by it, the Servicing Administrator shall promptly forward or cause to be promptly forwarded to the Purchaser, or its designee,
original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance
with this Agreement.


 


SECTION
7.  Representations, Warranties and Covenants; Remedies for
Breach.


 


Subsection
7.01         Representations and Warranties Regarding Individual Mortgage
Loans.


 


The Seller, with respect
to Mortgage Loans sold by it, hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the Closing
Date:


 


(a)          Appraisal.
Each Mortgage Loan contains a written appraisal of the related Mortgaged Property, in a form acceptable to Fannie Mae or Freddie
Mac and which complies with the requirements of FIRREA, and was made and signed, prior to the approval of the Mortgage Loan application,
by a Qualified Appraiser. The selection of the Qualified Appraiser was made independently of the broker (where applicable) and
the originator’s loan sales and loan production personnel. The appraisal (i) was written in form and substance to customary
Fannie Mae or Freddie Mac standards for mortgage loans of the same type as the Mortgage Loans and Uniform Standards of Professional
Appraisal Practice (USPAP) standards, (ii) was determined and written in accordance with current industry practices, and (iii) satisfies
applicable legal and regulatory requirements. No appraisal or other property valuation referred to or used to determine any data
listed on the Mortgage Loan Schedule was more than 120 days old at the time of the Mortgage Loan closing.


 




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(b)          Underwriting
Methodology. The methodology used in underwriting the extension of credit for the Mortgage Loan includes objective mathematical
principles that relate to the relationship between the Mortgagor’s income, assets, and liabilities and the proposed payment.
The originator verified the Mortgagor’s income, employment, and assets and employed procedures designed to authenticate the
documentation supporting such income, employment, and assets in accordance with its written Underwriting Guidelines and with respect
to each Mortgage Loan whose document type on the Mortgage Loan Schedule indicates documented income, employment, and/or assets.
Such verification includes the transcripts received from the Internal Revenue Service pursuant to a filing of IRS Form 4506-T.
Where commercially reasonable, the originator utilized public and/or commercially available information in order to test the reasonableness
of the income. With respect to each Mortgage Loan, other than a Mortgage Loan for which the Mortgagor documented his or her income
by providing Form W-2 or tax returns, the originator employed a process designed to test the reasonableness of the income
used to approve documented Mortgage Loans.


 


(c)          Origination
Practices. The origination practices used by the Seller and the collection and servicing practices used by the Seller, as Servicing
Administrator, with respect to each Mortgage Loan have been in all material respects legal, in compliance with all Applicable Laws,
and customary in the mortgage origination and servicing industry and the collection and servicing practices used by the Seller,
as Servicing Administrator, have been consistent with Customary Servicing Procedures and the applicable Mortgage Note. The Mortgagor
has received all disclosure materials required by Applicable Law with respect to the making of mortgage loans of the same type
as the Mortgage Loan and rescission materials required by Applicable Law if the Mortgage Loan is a Refinanced Mortgage Loan.


 


(d)          Occupancy
of the Mortgaged Property. The Mortgaged Property is lawfully occupied under Applicable Law. All inspections, licenses and
certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have
been made or obtained from the appropriate authorities and no improvement located on or part of the Mortgaged Property is in violation
of any zoning law or regulation.


 


(e)          Occupancy
Review. With respect to each Mortgage Loan, the Seller gave due consideration at the time of origination to factors, including
but not limited to other real estate owned by the Mortgagor, commuting distance to work, and appraiser comments and notes, and
any difference between the mailing address in the servicing system and the Mortgaged Property address, to evaluate whether the
occupancy status of the Mortgaged Property as represented by the Mortgagor was reasonable.


 


(f)          Source
of Loan Payments. No loan payment has been escrowed as part of the loan proceeds on behalf of the Mortgagor. No payments due
and payable under the terms of the Mortgage Note and Mortgage or deed of trust, except for seller or builder concessions, have
been paid by any person who was involved in, or benefited from, the sale or purchase of the Mortgaged Property or the origination,
refinancing, sale, purchase or servicing of the Mortgage Loan other than the Mortgagor.


 




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(g)          Mortgage
Loans as Described. The information set forth in the Mortgage Loan Schedule and the tape delivered by the Seller to the Purchaser
is true, correct and complete in all material respects. The information on the Mortgage Loan Schedule and the information provided
are consistent with the contents of the Seller’s records and the Mortgage File. Any seller or builder concession has been
subtracted from the appraised value of the Mortgaged Property for purposes of determining the LTV and CLTV.


 


(h)          No
Fraud. No fraud, material misrepresentation, material error, material omission or gross negligence has taken place in connection
with the origination of the Mortgage Loan on the part of the Seller the Mortgagor, any broker or correspondent involved in the
origination of the Mortgage Loan or any appraiser, escrow agent, closing attorney or title company involved in the origination
of the Mortgage Loan; provided, however, that no material error or material omission shall be deemed to have taken place if the
representation set forth in clause (i) below has not been breached.


 


(i)          Underwriting
Guidelines. Each Mortgage Loan (i) was underwritten in accordance with the Underwriting Guidelines in effect at the time
of origination without regard to any underwriter discretion or (ii)  has reasonable and documented compensating factors in
the Mortgage File and is indicated in the Mortgage Loan Schedule as having such factors. No Credit Score listed on the Mortgage
Loan Schedule was more than 120 days old at the time of the Mortgage Loan closing.


 


(j)          LTV,
PMI Policy, LPMI Policy. No Mortgage Loan is subject to a PMI Policy or LPMI Policy.


 


(k)          Compliance
with Applicable Laws. Any and all requirements of any Applicable Law including, without limitation, usury, truth in lending,
real estate settlement procedures, consumer credit protection, predatory and abusive lending laws, equal credit opportunity, fair
housing and disclosure laws or unfair and deceptive practices laws applicable to the origination and servicing of the Mortgage
Loan including, without limitation, any provisions relating to Prepayment Penalties, have been complied with. Each Mortgage Loan,
at the time it was made and, if subsequently modified, the effective date of the modification, complied with Applicable Law, including,
but not limited to, all applicable predatory and abusive lending laws. The servicing of each Mortgage Loan prior to the Closing
Date complied with all Applicable Law and Customary Servicing Procedures. At the time of origination, no Mortgage Loan was subject
to any federal, state or local law or regulation and had characteristics which would result in a percentage listed under the Indicative
Loss Severity Column; according to its criteria, Standard & Poor’s rates transactions that include the loan, as reflected
in the then-current version of Standard & Poor’s Anti-Predatory Lending Law Update Table (included as Appendix E
of the U.S. Residential Mortgage Input File Format, Glossary, And Appendices To The Glossary For LEVELS).


 




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(l)          Regarding
the Mortgagor. Each Mortgagor is one or more natural persons and is, and was at the time the Mortgage Loan was originated,
legally permitted to reside in the United States. No Mortgagor is, or was at the time the Mortgage Loan was originated, or has
been since the time the Mortgage Loan was originated, a debtor in any state or federal bankruptcy or insolvency proceeding. No
Mortgagor had a prior bankruptcy in the last ten years. No Mortgagor previously owned a property in the last ten years that was
the subject of a foreclosure or which title to the real property was conveyed to the originator by a deed in lieu of foreclosure
during the time the Mortgagor was the owner of record.


 


(m)          Downpayment.
With respect to each Mortgage Loan whose purpose is listed on the Mortgage Loan Schedule as “purchase”, the Mortgagor
paid at least the greater of (i) 3% and (ii) the lesser of (x) 100% minus the CLTV of such Mortgage Loan and (y) 5%
of the Purchase Price with his/her own funds.


 


(n)          Ownership.
The Seller is the sole owner and holder of the Mortgage Loans and the indebtedness evidenced by the Mortgage Note. The Mortgage
Loans, including the Mortgage Note and the Mortgage, are not assigned or pledged by the Seller and the Seller has good and marketable
title thereto, and the Seller has full right to transfer and sell the Mortgage Loans to the Purchaser free and clear of any encumbrance,
participation interest, lien, equity, pledge, claim or security interest and has full right and authority subject to no interest
or participation in, or agreement with any other party to sell or otherwise transfer the Mortgage Loans. Immediately following
the sale of the Mortgage Loan to the Purchaser pursuant to this Agreement, the Purchaser will own such Mortgage Loan free and clear
of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest.


 


(o)          Valid
First-Lien. Except with respect to each Co-op Loan, the Mortgage is a valid, existing, perfected and enforceable first-lien
on the Mortgaged Property, including all improvements on the Mortgaged Property, free and clear of all adverse claims, liens and
encumbrances having priority over the lien of the Mortgage, subject only to


 


(i) the
lien of current real property taxes and assessments not yet due and payable;


 


(ii) any
security agreement, chattel mortgage or equivalent document evidencing such Mortgage Loan;


 


(iii) covenants,
conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording acceptable
to prudent mortgage lending institutions in the area where the Mortgaged Property is located generally and specifically referred
to in the lender’s title insurance policy or attorney’s title opinion delivered to the originator of the Mortgage Loan
and (i) referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan and (ii) which do not
adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and


 


(iv) other matters
to which like properties are commonly subject which do not individually or in the aggregate, materially interfere with the benefits
of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.


 




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Except with respect
to each Co-op Loan, any such security agreement, chattel mortgage or equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid, existing and enforceable first-lien and first priority security interest
with respect to the related Mortgage Loan on the property described therein and the Seller has the full right to sell and assign
the same to the Purchaser.


 


(p)          Mortgage
File. With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File except for the documents
which have been delivered to the Purchaser or the Custodian or which have been submitted for recording and not yet returned. The
Mortgage Note, the Mortgage, the Assignment of Mortgage and the other Mortgage Loan Documents hereto required to be delivered on
or before the Closing Date have been delivered in compliance with the specific requirements of this Agreement.


 


(q)          No
Satisfaction. The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would
affect any such satisfaction, cancellation, subordination, rescission or release.


 


(r)          No
Outstanding Charges. All taxes, ground rents, governmental assessments, insurance premiums, leasehold payments, water, sewer
and municipal charges which previously became due and owing have been paid, or escrow funds have been established in an amount
sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable.


 


(s)          Mortgaged
Property Undamaged; No Condemnation Proceedings. There is no proceeding pending or to Seller’s knowledge, threatened
for the total or partial condemnation of the Mortgaged Property and such property is in good repair and is undamaged by waste,
water, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of
the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended. To Seller’s knowledge,
each Mortgaged Property is in substantially the same condition it was at the time the most recent Appraised Value was obtained.


 


(t)          No
Mechanics’ Liens. There are no mechanics’, materialmen’s or similar liens or claims filed for work, labor
or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage.


 




    	23



    	 



    

 


(u)          Location
of Improvements; No Encroachments. Except for Co-op Loans, the Mortgaged Property consists of a fee simple estate in real property.
All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged Property lie
wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect
to a condominium unit). To Seller’s knowledge, no improvements on adjoining properties encroach upon the Mortgaged Property
except those which are insured against by the title insurance policy referred to in Subsection 7.01(z) below. To Seller’s
knowledge, all improvements on the Mortgaged Property comply with all applicable zoning and subdivision laws and ordinances. Neither
the Seller nor the Servicing Administrator has received notice from the Mortgagor, any governmental authority, or any other person
of any noncompliance with any use or occupancy law, ordinance, regulation, standard, license, or certificate with respect to the
Mortgaged Property.


 


(v)         Delinquency.
All payments required to be made prior to the Cut-off Date for such Mortgage Loan under the terms of the Mortgage Note have been
made. No Mortgage Loan has been thirty (30) days or more delinquent since its origination date and no Mortgage Loan is thirty
(30) days or more delinquent on the Closing Date. All delinquency figures are calculated and reported using the Mortgage Bankers’
Association methodology.


 


(w)          Validity
of Mortgage Documents. The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and
binding obligation of the maker thereof, enforceable in all respects in accordance with its terms except as enforceability may
be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting
the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding
in equity or at law and the Seller has taken all action necessary to transfer such rights of enforceability to the Purchaser. All
parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver
the Mortgage Note, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties.


 


(x)          Full
Disbursement of Proceeds. The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor.
There is no obligation for the Mortgagee to advance additional funds thereunder. Any and all requirements as to completion of any
on site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid. The Mortgagor is not
entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage.


 


(y)          Insurance
Requirements. With respect to any insurance policy including, but not limited to, hazard, title, or mortgage insurance, covering
a Mortgage Loan and/or the related Mortgaged Property, (A) neither the originator nor any prior holder has engaged in any act or
omission which would impair the coverage of any such policy, the benefits of the endorsement, or the validity and binding effect
of either, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind
has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items
have been received, retained or realized by the originator, and (B) all provisions are being complied with and no action,
inaction, or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from,
denial of, or defense to coverage under any such policy, irrespective of the cause of such failure of coverage. Where required
by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required insurance.


 




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(z)          Title
Insurance. Except with respect to each Co-op Loan, the Mortgage Loan is covered by an ALTA lender’s title insurance policy
or other generally acceptable form of policy or insurance, acceptable to Fannie Mae or Freddie Mac, issued by a Qualified Insurer
acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located,
insuring (subject to the exceptions contained in (o)(i) and (ii) above) the Seller and its successors and assigns as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to ARM Mortgage Loans,
against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing
for adjustment in the Mortgage Interest Rate or Monthly Payment. Additionally, such lender’s title insurance policy affirmatively
insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller and
its successors and assigns are the sole insured of such mortgagee title insurance policy. The assignment to the Purchaser of the
Seller’s interest in such mortgagee title insurance policy does not require any consent of or notification to the Qualified
Insurer which has not been obtained or made. No claims have been made under such lender’s title insurance policy.


 


(aa)         Hazard
Insurance. The Mortgaged Property and all buildings or other customarily insured improvements upon the Mortgaged Property are
insured by a Qualified Insurer against loss by fire, hazards of extended coverage and such other hazards as are required in the
Fannie Mae Guides as well as all additional requirements set forth herein, pursuant to an insurance policy conforming to the requirements
of Customary Servicing Procedures and providing coverage in an amount equal to the lesser of (i) the full insurable value
of the Mortgaged Property or (ii) the outstanding principal balance owing on the Mortgage Loan, but in no event less than
the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis. All such insurance policies
are in full force and effect and contain a standard mortgagee clause naming the originator of the Mortgage Loan, its successors
and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is, or was at origination of the Mortgage
Loan, in an area identified on a flood hazard map or flood insurance rate map issued by the Federal Emergency Management Agency
as having special flood hazards, a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration is in effect, which policy conforms to the requirements of Fannie Mae and was issued by a Qualified Insurer and
provides coverage in the an amount equal to not less than the least of (i) the outstanding principal balance of the Mortgage
Loan, (ii) the full insurable value of the Mortgaged Property, and (iii) the maximum amount of insurance that was available
under the National Flood Insurance Act of 1968, as amended. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor
and may not be canceled, reduced or terminated without 30 days’ prior notice. If the Mortgaged Property is a condominium
unit, it is included under coverage afforded by a blanket policy for the project.


 




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(bb)         No
Default. There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and
no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default,
breach, violation or event permitting acceleration, and neither the Seller nor the Servicing Administrator has waived any default,
breach, violation or event permitting acceleration. No foreclosure action is currently threatened or has been commenced with respect
to any Mortgaged Property.


 


(cc)         No
Defenses. No Mortgage Note or Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including,
without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or
the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject
to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with respect thereto.


 


(dd)         Customary
Provisions. The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights
and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security
provided thereby, including (i) in the case of a Mortgage designated as a deed of trust by trustee’s sale, and (ii) otherwise
by judicial foreclosure. There is no homestead or other exemption or other right available to the Mortgagor or any other person,
or restriction on the Seller or any other person, including without limitation, any federal, state or local, law, ordinance, decree,
regulation, guidance, attorney general action, or other pronouncement, whether temporary or permanent in nature, that would interfere
with, restrict or delay, either (y) the ability of the Seller, Purchaser or any servicer or any successor servicer to sell
the related Mortgaged Property at a trustee’s sale or otherwise, or (z) the ability of the Seller, Purchaser or any
servicer or any successor servicer to foreclose on the related Mortgage.


 


(ee)         Location
and Type of Mortgaged Property. Each Mortgaged Property is located in the United States in the state identified in the Mortgage
Loan Schedule and consists of a parcel of real property with a detached single family residence erected thereon, or a one to four
family dwelling, or an individual condominium unit, or an individual unit in a planned unit development; provided, however, that
any condominium project or planned unit development generally conforms with the Underwriting Guidelines regarding such dwellings,
and no residence or dwelling is a mobile home, manufactured dwelling or a mixed-use property. If the Mortgaged Property is a condominium
unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development
project is (i) acceptable to Fannie Mae or (ii) located in a condominium or planned unit development project which has
received project approval from Fannie Mae. As of the date of origination, no portion of the Mortgaged Property was used for commercial
purposes, and since the date of origination, no portion of the Mortgaged Property has been used for commercial purposes; provided,
that Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as
the Mortgaged Property has not been altered for commercial purposes and is not storing any chemicals or raw materials other than
those commonly used for homeowner repair, maintenance and/or household purposes.


 




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(ff)         Qualified
Mortgage. Each Mortgage Loan is a “qualified mortgage” within Section 860G(a)(3) of the Code.


 


(gg)         Origination.
The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance
company or other similar institution which is supervised and examined by a federal or state authority. The Seller and all other
parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (and, during
the period in which they held and disposed of such interest, were) in compliance with any and all applicable “doing business”,
licensing, or other requirements of the laws of the state wherein the Mortgaged Property is located.


 


(hh)         Payment
Terms. No Mortgage Loan has a shared appreciation or other contingent interest feature.


 


(ii)           Environmental
Matters. There is no pending action or proceeding directly involving any Mortgaged Property of which the Seller or the Servicing
Administrator is aware in which compliance with any environmental law, rule or regulation is an issue and nothing further remains
to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment
of said property. As of origination of each Mortgage Loan, the related Mortgaged Property was in compliance with all applicable
environmental laws pertaining to environmental hazards including, without limitation, asbestos. Each Mortgaged Property is free
from any and all toxic or hazardous substances and there exists no violation of any local, state or federal environmental law,
rule or regulation with respect to the Mortgaged Property.


 


(jj)         Deeds
of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under Applicable Law to serve as
such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become
payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default
by the Mortgagor.


 


(kk)        Original
Terms Unmodified. Unless otherwise set forth in the Mortgage Loan Schedule, the terms of the Mortgage Note and the Mortgage
have not been impaired, waived, altered or modified in any respect.


 


(ll)         Due
on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance
of the Mortgage Loan in the event that the Mortgaged Property or the Cooperative Shares are sold or transferred without the prior
written consent of the Mortgagee thereunder.


 




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(mm)        Ground
Leases. No Mortgaged Property is subject to any ground lease.


 


(nn)         Manufactured
Home. No Mortgaged Property, in whole or part, is a manufactured home.


 


(oo)         Reserved.


 


(pp)         Higher
Cost Products. No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan’s
originator which is a higher cost product designed for less creditworthy Mortgagors, unless at the time of the Mortgage Loan’s
origination, such Mortgagor did not qualify, taking into account credit history and debt-to-income ratios, for a lower-cost credit
product then offered by the Mortgage Loan’s originator or any affiliate thereof.


 


(qq)         Predatory
Lending Regulations. None of the Mortgage Loans are classified as (a) “high cost” loans under the Home Ownership
and Equity Protection Act of 1994 or (b) “high cost,” “threshold,” “covered,” “predatory,”
or similarly designated loans under any applicable state, federal or local law. No Mortgage Loan has an “annual percentage
rate” or total “points and fees” payable by the related Mortgagor (as each such term is calculated under HOEPA)
that exceed the thresholds set forth by HOEPA and its implementing regulations, including 12 C.F.R. § 226.32(a)(1)(i).


 


(rr)          No
Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred
to in clause (o) above.


 


(ss)         Transfer
of Mortgage Loans. The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction
in which the Mortgaged Property is located (except with respect to each MERS Designated Mortgage Loan for which an assignment of
mortgage to MERS has been duly and properly recorded). Each original Mortgage was recorded and, except for those Mortgage Loans
subject to the MERS identification system, all subsequent assignments of the original Mortgage (other than the assignment to the
Purchaser) have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof
as against creditors of the Seller, or is in the process of being recorded.


 


(tt)         [Reserved].


 


(uu)        Adverse
Selection. The Seller used no adverse selection procedures in selecting the Mortgage Loan from among the outstanding first-lien
residential mortgage loans owned by it which were available for inclusion in the Mortgage Loans.


 


(vv)         [Reserved].


 


(ww)        Servicemembers’
Civil Relief Act. The Mortgagor has not notified the Seller or the Servicing Administrator, and neither the Seller nor the
Servicing Administrator has knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act, or other similar state or local statutes.


 




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(xx)        No
Construction Loans. No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a Mortgaged
Property or (ii) facilitating the trade-in or exchange of a Mortgaged Property.


 


(yy)       Escrow
Payments. With respect to escrow deposits and payments that the Seller, as Servicing Administrator, is entitled to collect,
all such payments are in the possession of, or under the control of the Seller, and there exist no deficiencies in connection therewith
for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance
with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject
of an escrow, escrow of funds is not prohibited by Applicable Law and has been established in an amount sufficient to pay for every
escrowed item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or other charges or
payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note.


 


(zz)         Anti-Money
Laundering Laws. With respect to each Mortgagor, the Servicing Administrator has monitored applicable sanction lists pursuant
to, and in accordance with applicable anti-money laundering laws, including to determine whether any Mortgagor becomes listed as
a “blocked person” for purposes of the OFAC Regulations. No Mortgagor is listed as a “blocked person” for
purposes of the OFAC Regulations.


 


(aaa)        Interest
Rate Adjustments. With respect to each ARM Mortgage Loan, all Mortgage Interest Rate adjustments have been made in material
compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to
state and local law has been properly paid and credited.


 


(bbb)        [Reserved].


 


(ccc)         [Reserved].


 


(ddd)        [Reserved].


 


(eee)         [Reserved].


 


(fff)          Arbitration.
With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit
to arbitration to resolve any dispute arising out of or relating in any way to the mortgage loan transaction;


 


(ggg)       Single
Premium Credit Life Insurance. No Mortgagor was required by the originator of the related Mortgage Loan to purchase any single
premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, or health insurance product) as a condition
of obtaining the extension of credit. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance
policies as part of the origination of, or as a condition to closing, such Mortgage Loan;


 




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(hhh)       Second
Lien Mortgage Loan. No Mortgage Loan is secured by a second lien on the related Mortgaged Property.


 


(iii)           Fannie
Mae Selling Guide. Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements
of Fannie Mae’s Selling Guide.


 


(jjj)           [Reserved].


 


(kkk)        [Reserved].


 


(lll)           Tax
Identification/Back Up Withholding. All tax identifications for individual Mortgagors have been certified as required by law.
Seller has complied with all IRS requirements regarding the obtainment and solicitation of taxpayer identification numbers and
the taxpayer identification numbers provided to Purchaser as reflected on the system are correct. To the extent a Mortgage Loan
is on back up withholding, Seller has substantiated both the initial reason for the back up withholding and the amount of such
back up withholding and the reason for such back up withholding in the amount currently withheld still exists.


 


(mmm)    
[Reserved].


 


(nnn)       [Reserved].


 


(ooo)       [Reserved].


 


(ppp)       [Reserved].


 


(qqq)       Co-op
Loans. With respect to each Co-op Loan:


 


(i)          the
related Mortgage is a valid, enforceable and subsisting first priority security interest on the related Cooperative Shares securing
the related cooperative note, subject only to (a) liens of the Cooperative for unpaid assessments representing the Mortgagor’s
pro rata share of the Cooperative’s payments for its blanket mortgage, current and future real property taxes, insurance
premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which
like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided
by the Security Agreement. There are no liens against or security interest in the Cooperative Shares relating to each Co-op Loan
(except for unpaid maintenance, assessments and other amounts owed to the related cooperative which individually or in the aggregate
will not have a material adverse effect on such Co-op Loan), which have priority over the Seller’s security interest in such
Cooperative Shares;


 




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(ii)         a
search for filings of financing statements has been made by a company competent to make the same, which company is acceptable to
Fannie Mae and qualified to do business in the jurisdiction where the cooperative unit is located, and such search has not found
anything which would materially and adversely affect the Co-op Loan;


 


(iii)         the
related cooperative that owns title to the related Cooperative apartment building is a “cooperative housing corporation”
within the meaning of Section 216 of the Code, and is in material compliance with applicable federal, state and local laws
which, if not complied with, could have a material adverse effect on the Mortgaged Property;


 


(iv)         (iv)
there is no prohibition against pledging the shares of the Cooperative or assigning the Co-op Lease.


 


(rrr)         Texas
Home Equity Loans. With respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all requirements of Section 50,
Article XVI of the Texas Constitution applicable to Texas Home Equity Loans which were in effect at the time of the origination
of the Mortgage Loan have been complied with.


 


(sss)       Texas
Refinance Mortgage Loans. If the Mortgage Loan relates to a Mortgaged Property located in Texas, it was not originated in connection
with a cash out refinancing.


 


(ttt)         No
Litigation. There is no litigation, proceeding, governmental investigation or class action lawsuit existing or pending or to
the knowledge of Seller threatened relating to or arising out of the Mortgage Loan, nor does Seller know of any basis for any such
litigation, proceeding, governmental investigation or class action lawsuit.


 


		(uuu)	[Reserved].



 


		(vvv)	[Reserved].



 


		(www)	[Reserved].



 


		(xxx)	[Reserved].



 


		(yyy)	[Reserved].



 


		(zzz)	[Reserved].



 


		(aaaa)	[Reserved].



 


		(bbbb)	[Reserved].



 


		(cccc)	[Reserved].



 




    	31



    	 



    




 


		(dddd)	[Reserved].



 


		(eeee)	[Reserved].



 


		(ffff)	[Reserved].



 


		(gggg)	[Reserved].



 


(hhhh)   Leasehold
Interests. Except in the case of a Co-op Loan and the related Co-op Lease, no Mortgaged Property consists of a leasehold interest.


 


(iiii)         TILA
Qualified Mortgage. Unless the Mortgage Loan is identified on the Mortgage Loan Schedule as “Non-QM” or “Higher
Priced QM”, for any Mortgage Loan where an application for the Mortgage Loan was received on or after January 10, 2014, such
Mortgage Loan (i) is a “qualified mortgage” within the meaning of Section 1026.43(e)(2) of 12 C.F.R. Part 1026 (“Regulation
Z”) without reference to Section 1026.43(e)(4), (5), (6) or (f) of Regulation Z, (ii) complies with the total points and
fees limitations for a qualified mortgage set forth in Section 1026.43(e)(3) of Regulation Z (including the inflation adjustments
provided for in Section 1026.43(e)(3)(ii) of Regulation Z), (iii) is not a “higher-priced covered transaction” within
the meaning of Section 1026.43(b)(4) of Regulation Z, (iv) only includes a prepayment penalty permitted by Section 1026.43(g) of
Regulation Z, (v) does not provide for a balloon payment and (vi) qualifies for the safe harbor set forth in Section 1026.43(e)(1)(i)
of Regulation Z.


 


(jjjj)         TILA
Higher Priced Qualified Mortgage.  If the Mortgage Loan is identified as “Higher
Priced QM” on the Mortgage Loan Schedule, such Mortgage Loan (i) is a “qualified mortgage” within the meaning
of Section 1026.43(e)(2) of Regulation Z without reference to Section 1026.43(e)(4), (5), (6) or (f) of Regulation Z, (ii) complies
with the total points and fees limitations for a qualified mortgage set forth in Section 1026.43(e)(3) of Regulation Z (including
the inflation adjustments provided for in Section 1026.43(e)(3)(ii) of Regulation Z), (iii) is a “higher-priced covered transaction”
within the meaning of Section 1026.43(b)(4) of Regulation Z, (iv) does not provide for a balloon payment and (v) qualifies for
the presumption of compliance set forth in Section 1026.43(e)(1)(ii) of Regulation Z.


 


(kkkk)     Ability
to Repay.  For any Mortgage Loan where an application for the Mortgage Loan was taken on or after January 10, 2014, such
Mortgage Loan complied with the “ability to repay” standards as set forth in Section 129C(a) of the federal Truth-in-Lending
Act, 15 U.S.C. 1639c(a), and Section 1026.43(c) of Regulation Z.


 


Subsection
7.02         Seller and Servicing Administrator Representations.


 


The Seller and the
Servicing Administrator hereby represent and warrant to the Purchaser that, as to itself as of the Closing Date and as of the Reconstitution
Date:


 




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(a)         Due
Organization and Authority. It is a corporation, duly organized, validly existing, and in good standing under the laws of the
state of Delaware and it and its Subservicers have all licenses necessary to carry on their respective businesses as now being
conducted and are licensed, qualified and in good standing in the states where each related Mortgaged Property is located if the
laws of such state require licensing or qualification in order to conduct business of the type conducted by it, including, in the
case of the Subservicers, all servicing licenses. The Subservicers are approved seller/servicers in good standing of conventional
residential mortgage loans for Fannie Mae or Freddie Mac and are HUD-approved mortgagees under Section 203 of the National
Housing Act and no event has occurred, including but not limited to, a change in insurance coverage, which would make any Subservicer
unable to comply with eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac. It has
corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery
and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and
the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement evidences the legal,
valid, binding and enforceable obligation of it, subject to Applicable Law except as enforceability may be limited by (i) bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights
of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All
requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of
this Agreement.


 


(b)         No
Consent Required. No consent, approval, authorization or order is required for the transactions contemplated by this Agreement
from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required,
such consent, approval, authorization or order has been or will, prior to the Closing Date (or the Reconstitution Date), be obtained.


 


(c)         No
Conflicts. The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will
not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of,
or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture
or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law,
rule, regulation, order, judgment or decree to which it or its property is subject.


 


(d)         Ordinary
Course of Business. Its transfer, assignment and conveyance of the Mortgage Notes and the Mortgages pursuant to this Agreement
are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.


 


(e)         Litigation;
Compliance with Laws. As of the Closing Date, there is no litigation, proceeding or governmental investigation existing or
pending or to its knowledge threatened, or any order, injunction, decree or settlement agreement outstanding against or relating
to it or the Mortgage Loans, which may have a material adverse effect upon the business, operations, assets or financial condition
of it or which may draw into question the validity of this Agreement or which may impair the ability of it to perform its obligations
under this Agreement. As of the Closing Date, it has not violated any Applicable Law, regulation, ordinance, order, injunction,
decree or settlement agreement, or any other requirement of any governmental body or court, which may materially affect any of
the Mortgage Loans or the related Mortgaged Properties. The servicing of each Mortgage Loan complies with Applicable Law, Customary
Servicing Procedures and this Agreement.


 




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(f)         Ability
to Perform. It does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement. It is solvent and the sale of the Mortgage Loans will not cause it to become insolvent. The sale of
the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of its creditors.


 


(g)         Servicing
Fee. It acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and
that the entire Servicing Fee shall be treated by the Servicing Administrator, for accounting and tax purposes, as compensation
for the servicing and administration of the Mortgage Loans pursuant to this Agreement.


 


(h)         Sale
Treatment. It has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment
for accounting and tax purposes.


 


(i)          No
Brokers’ Fees. Other than Oak Circle Capital Partners, LLC, it has not dealt with any broker, investment banker, agent
or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loan, and no
amounts due and payable to Oak Circle Capital Partners, LLC in connection with any sale of the Mortgage Loans will become payable
by the Purchaser or any of its assignees.


 


(j)         Fair
Consideration. The consideration received by it upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration
and reasonably equivalent value for the Mortgage Loans.


 


(k)         [Reserved].


 


(l)          MERS.
The Servicing Administrator is a member of MERS in good standing, and will comply with the rules and procedures of MERS in connection
with the servicing of the MERS Designated Mortgage Loans for as long as such Mortgage Loans are registered with MERS.


 


(m)        [Reserved].


 


(n)         Compliance
with Insurance Contracts. The Servicing Administrator has complied with all material obligations under all applicable insurance
contracts, including hazard, flood and Primary Mortgage Insurance Policies. The Servicing Administrator has not taken any action
or failed to take any action that might cause the cancellation of or otherwise affect any of the insurance contracts.


 


(o)         [Reserved].


 




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(p)         Related
Escrow Account Maintenance. All related Escrow Accounts are being maintained in accordance with applicable law, and the terms
of the Mortgages related thereto. Except as to payments which are past due under the Mortgage Notes, all escrow balances required
by the Mortgages and paid to it for the account of the Mortgagors and the Seller are on deposit in the appropriate Escrow Accounts.
All funds received by it in connection with the Mortgage Loans, including, without limitation, Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds and principal reductions, have promptly been deposited in the appropriate account, and all such
funds have been applied to reduce the principal balance of the Mortgage Loans in question, or for reimbursement or repairs to the
Mortgaged Property or as otherwise required by applicable law. There are no pledged accounts in lieu of escrow deposits. 


 


(q)         Insolvency.
It has not (i) admitted in writing its inability to pay its debts generally as they become due, (ii) filed a petition
to take advantage of any applicable insolvency or reorganization statute, (iii) made an assignment for the benefit of its
creditors or (iv) voluntarily suspended payment of any of its obligations. There has been no change in the business, operations,
financial condition, properties or assets of Seller since the date of Seller’s financial statements provided to the Purchaser
as of the Closing Date that would have a material adverse effect on its ability to perform its obligations under this Agreement.


 


(r)         Audits.
It has not, as of the Closing Date, been the subject of allegations of material failure to comply with applicable loan origination,
servicing or claims procedures, in its most recent audits (if any) nor have any such audits resulted in a request for repurchase
of Mortgage Loans or indemnification in connection with the Mortgage Loans, other than as has been disclosed to Purchaser. Such
disclosure shall not affect any rights or remedies which Purchaser may have against it as a result of a repurchase demand or any
indemnity or other remedy of Purchaser hereunder.


 


(s)         Errors
and Omissions Policy. The Servicing Administrator has in full force and effect an adequate errors and omissions policy or policies
with respect to its servicing operations and a standard mortgage banker’s blanket bond.


 


Subsection
7.03         Remedies for Breach of Representations and Warranties.


 


It is understood and
agreed that the representations and warranties set forth in Subsections 7.01 and 7.02 shall survive the sale of the Mortgage Loans
to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or Assignment of Mortgage (except with respect to each MERS Designated Mortgage Loan) or the examination or lack
of examination of any Mortgage File. Upon discovery by the Seller, the Servicing Administrator or the Purchaser of a breach of
any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser therein (or which materially and adversely affects the interest of the Purchaser in or the value of the
related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering
such breach shall give prompt written notice to the others.


 




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With respect to those
representations and warranties which are made to the Seller’s knowledge, if it is discovered by the Seller or the Purchaser
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 Purchaser (or which materially and adversely affects the value of a Mortgage
Loan or the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a
particular Mortgage Loan), notwithstanding the Seller’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.


 


Within sixty (60) days
of the earlier of either discovery by or notice to either the Seller or the Servicing Administrator of any breach of a representation
or warranty which materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest of the Purchaser
therein, the Seller or the Servicing Administrator, as the case may be, shall use its best efforts promptly to cure such breach
in all material respects and, if such breach cannot be cured, the Seller shall repurchase such Mortgage Loan or Mortgage Loans
at the Repurchase Price. However, the Seller may, at its option, with the Purchaser’s prior approval, such approval not to
be withheld unreasonably, and assuming that the Seller has a Substitute Mortgage Loan, rather than repurchase the Mortgage Loan
as provided above, remove such Mortgage Loan and substitute in its place a Substitute Mortgage Loan or Loans; provided, however,
that any such substitution shall be effected within two (2) years of the Closing Date. Notwithstanding the above sentence,
within sixty (60) days of the earlier of either discovery by, or notice to, the Seller of any breach of the representations
or warranties set forth in clauses (k) (“Compliance with Applicable Laws”), (pp) (“Higher Cost Products”),
(qq) (“Predatory Lending Regulations”), (eee) (“Credit Reporting”), (fff) (“Arbitration”),
(ggg) (“Single Premium Credit Life Insurance”), (iiii) (“TILA Qualified Mortgage”), (jjjj) (“TILA
Higher Priced Qualified Mortgage”) and (kkkk) (“Ability to Repay”) of Subsection 7.01, the Seller shall
repurchase such Mortgage Loan at the Repurchase Price; provided that if the Seller, at its option, has a Substitute Mortgage Loan
or Loans, with Purchaser’s prior approval, such approval not to be withheld unreasonably, rather than repurchase such affected
Mortgage Loan or Loans, remove such Mortgage Loan or Loans and substitute in its place a Substitute Mortgage Loan or Loan.


 


If the Seller has no
Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan pursuant to the foregoing
provisions of this Subsection 7.03 shall occur on a date reasonably mutually agreed to by the Purchaser and the Seller and
shall be accomplished by the Seller remitting by wire transfer to the Purchaser the amount of the Repurchase Price. Notwithstanding
any provision of this Agreement, the Purchaser’s assignment or sale of any Mortgage Loan to a third party shall not extinguish
the Purchaser’s right to seek recourse pursuant to this Subsection 7.03.


 


At the time of repurchase
of any deficient Mortgage Loan (or removal of any Deleted Mortgage Loan), the Purchaser and the Seller shall arrange for the assignment
of the repurchased Mortgage Loan (or Deleted Mortgage Loan) to the Seller or its designee and the delivery to the Seller of any
documents held by the Purchaser or any custodian relating to the repurchased Mortgage Loan in the manner required by this Agreement
with respect to the purchase and sale of such Mortgage Loan on the Closing Date. In the event a deficient Mortgage Loan is repurchased,
the Seller shall, simultaneously with its remittance to the Purchaser of such Repurchase Price, give written notice to the Purchaser
that such repurchase has taken place. Upon such repurchase, the Mortgage Loan Schedule shall simultaneously be amended to reflect
the withdrawal of the repurchased Mortgage Loan from this Agreement.


 






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As to any Deleted Mortgage
Loan for which the Seller substitutes one or more Substitute Mortgage Loans, the Seller shall effect such substitution by delivering
to the Purchaser for each Substitute Mortgage Loan the Mortgage Note, the Mortgage, the Assignment of Mortgage (except with respect
to each MERS Designated Mortgage Loan) and such other documents and agreements as are required by Subsection 6.03. The Seller
shall remit to the Servicing Administrator for remittance to the Custodial Account the Monthly Payment due on each Substitute Mortgage
Loan in the month following the date of such substitution. Monthly Payments due with respect to Substitute Mortgage Loans in the
month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include
the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Seller shall thereafter be entitled
to retain all amounts subsequently received by it in respect of such Deleted Mortgage Loan. The Seller shall give written notice
to the Purchaser that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Substitute Mortgage Loan. Upon such substitution,
each Substitute Mortgage Loan shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to
have made with respect to such Substitute Mortgage Loan, as of the date of substitution, the covenants, representations and warranties
set forth in Subsections 7.01 and 7.02.





 


Purchaser shall return
or cause to be promptly returned to Seller all Deleted Mortgage Loan Documents with respect to all such Deleted Mortgage Loans
for which the Seller substitutes a Substitute Mortgage Loan.


 


For any month in which
the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller 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 Scheduled Principal Balance of all such Deleted Mortgage Loans (after application of scheduled principal
payments due in the month of substitution). The amount of such shortfall, plus an amount equal to the aggregate of any P&I
Advances made with respect to such Deleted Mortgage Loans, shall be remitted to the Servicing Administrator by the Seller for distribution
by the Servicing Administrator to the Purchaser in the month of substitution.


 


In addition to such
cure, repurchase and substitution obligations, the Seller shall indemnify the Purchaser and hold it harmless against any losses,
damages, penalties, fines, forfeitures, legal fees (including, without limitation, reasonable legal fees incurred in connection
with the enforcement of the Seller’s indemnification obligation under this Subsection 7.03) and related costs, judgments,
and other costs and expenses resulting from any claim, demand, defense or assertion arising from or relating to, a breach or asserted
breach of the Seller’s representations and warranties contained in this Agreement. In addition to the obligations set forth
herein, the Purchaser may pursue any and all remedies available to it at law or equity. This indemnification provision expressly
includes both third party claims and claims between the parties. It is understood and agreed that the obligations of the Seller
set forth in this Section 7.03 to substitute a Mortgage Loan, cure or repurchase a defective Mortgage Loan and to indemnify the
Purchaser as provided in this Section 7.03 constitute the sole remedies of the Purchaser respecting a breach of the representations
and warranties set forth in Sections 7.01 and 7.02.


 






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Any cause of action
against the Seller or the Servicing Administrator, as applicable, relating to or arising out of the breach of any representations
and warranties made in Subsection 7.01 or 7.02 shall accrue upon the latest to occur of (i) discovery of such breach
by the Purchaser or notice thereof by the Seller or the Servicing Administrator to Purchaser, (ii) failure by the Seller or
the Servicing Administrator, as applicable, to cure such breach, repurchase such Mortgage Loan as specified above, substitute a
Substitute Mortgage Loan for such Mortgage Loan as specified above and/or indemnify the Purchaser, and (iii) demand upon the
Seller or the Servicing Administrator, as applicable, by the Purchaser for compliance with the terms of this Agreement.


 


Subsection
7.04         Early Payment Default.


 


With respect to any
Mortgage Loan, if the related Mortgagor fails to make any of the first, second or third Monthly Payments due to the Purchaser after
the Closing Date on or prior to the last day of the calendar month in which such Monthly Payment is due, the Seller shall, within
thirty (30) days thereof, repurchase such Mortgage Loan from the Purchaser at the related Repurchase Price.


 


Notwithstanding any
provision of this Agreement, the Purchaser’s assignment or sale of any Mortgage Loan to a third party shall not extinguish
the Purchaser’s right to seek recourse pursuant to this Subsection 7.04.


 


Subsection
7.05         Purchase Price Protection.


 


With respect to any
Mortgage Loan that is prepaid in full during the three (3) month period from and after the Closing Date, or such other period
of time as set forth in the Purchase Advice, the Seller shall reimburse the Purchaser, within five (5) Business Days thereof,
the amount (if any) by which the Purchase Price paid by the Purchaser to the Seller exceeded 100% of the Scheduled Principal Balance
of the Mortgage Loan as of the Cut-off Date. Upon any assignment or sale of a Mortgage Loan and/or this Agreement, the Purchaser
may at its option retain its rights under this Subsection 7.05 notwithstanding such assignment or sale.


 


In the event that any
such Mortgage Loan prepays in full during the period between the Cut-off Date and the Closing Date, the Seller shall either (i) consent
to a readjustment of the Purchase Price, or (ii) pay the Purchaser, within five (5) Business Days thereof, the difference
between the Purchase Price (as adjusted) for such Mortgage Loan and the Scheduled Principal Balance of such Mortgage Loan as of
the Cut-off Date.


 


Subsection
7.06         Covenants of Seller.


 


(a)           Reporting.
The Seller hereby covenants and agrees with Purchaser to deliver to Purchaser or its designee:


 


		(1)	Within one hundred twenty (120) days after the end of each fiscal year of Seller, consolidated
balance sheets of Seller and its consolidated subsidiaries and the related consolidated statements of income showing the financial
condition of Seller and its consolidated subsidiaries as of the close of such fiscal year and the results of operations during
such year, and a consolidated statement of cash flows, as of the close of such fiscal year, setting forth, in each case, in comparative
form the corresponding figures for the preceding year, all the foregoing consolidated financial statements to be reported on by,
and to carry the report (in form and substance consistent with GAAP) of an independent public accountant of national standing acceptable
to Purchaser;



 




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		(2)	[Reserved];



 


		(3)	[Reserved];



 


		(4)	[Reserved];



 


		(5)	[Reserved];



 


		(6)	[Reserved];



 


		(7)	Upon Purchaser’s request, copies or other evidence of the Servicing Administrator’s
or Subservicer’s, as applicable, fidelity bond insurance and error and omissions insurance policies; and



 


		(8)	Upon Purchaser’s request, a working organization chart and contact names and information
on individuals performing relevant servicing functions hereunder, and any updates thereto.



 


(b)          Further
Assurances. Seller shall, upon request of Purchaser, provide, or cause to be provided, information and documentation relevant
to the Subservicer’s servicing facilities, experience, size and composition and delinquency information of servicing portfolio,
general servicing processes and procedures (including handling delinquencies, losses, charge-offs, loss mitigation and foreclosure
and work-out), information about relevant material pending servicing litigation or enforcement activities involving the Subservicer.
Seller shall, upon request of Purchaser, as soon as practicable deliver (or cause to be delivered) to Purchaser a copy of such
records or information requested by Purchaser that are related to a Mortgage Loan to the extent that such records or information
is not in the Purchaser’s or any of its agent’s possession.


 


SECTION
8.          Closing.


 


The closing for the
purchase and sale of the Mortgage Loans shall take place on the Closing Date. The closing shall be by telephone, confirmed by letter
or wire as the parties shall agree. The closing shall be subject to each of the following conditions:


 


(a)           all
of the representations and warranties of the Seller and the Servicing Administrator in this Agreement shall be true and correct
as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute an Event of
Default under this Agreement;


 




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(b)         the
Purchaser’s attorneys shall have received in escrow all Closing Documents as specified in Section 9, in such forms as
are agreed upon and acceptable to the Purchaser, duly executed by all signatories as required pursuant to the terms hereof; and


 


(c)         all
other terms and conditions of this Agreement required to be complied with or performed shall have been complied with or performed.


 


SECTION
9.         Closing Documents.


 


On the Closing Date,
the Seller shall deliver to the Purchaser in escrow fully-executed counterparts of:


 


(a)         this
Agreement, including all Exhibits;


 


(b)         a
Custodial Account Certification;


 


(c)         an
Escrow Account Certification;


 


(d)         an
Officer’s Certificate, in the form of Exhibit 1 hereto, for the Seller including all attachments thereto; and


 


(e)         an
Opinion of Counsel for the Seller substantially in the form attached hereto as Exhibit 6.


 


The Closing Documents
to be delivered by the Seller on the Closing Date shall consist of fully-executed counterparts of the following documents:


 


(a)         a
Purchase Advice;


 


(b)         the
Mortgage Loan Schedule; and


 


(c)         a
security release certification executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at
any time been subject to a security interest, pledge or hypothecation for the benefit of such person and, if applicable, a certificate
of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest,
claim, pledge hypothecation or lien.


 


SECTION
10.       Costs.


 


The Seller shall pay
any commissions due its salesmen and the legal fees and expenses of its attorneys. The Seller shall pay the cost of delivering
the Mortgage Files to the Purchaser or its designee, the cost of delivering the Mortgage Loan Documents to the Purchaser or its
designee, the cost of recording the Assignments of Mortgage, any custodial fees incurred in connection with the release of any
Mortgage Loan Documents as may be required by its servicing activities hereunder, the cost of preparing and mailing goodbye letters,
the cost of de-registering or transferring any MERS Designated Mortgage Loan and any other costs incurred by the Servicing Administrator
in connection with Section 11 hereof. All other costs and expenses incurred in connection with the sale of the Mortgage Loans by
the Seller to the Purchaser, including without limitation the Purchaser’s attorneys’ fees, shall be paid by the Purchaser.
The Purchaser shall also be responsible for the initial and on-going fees of the Custodian.


 




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SECTION
11.       Subservicing of Mortgage Loans.


 


Subsection
11.01         Subservicing.


 


(a)         Notwithstanding
anything to the contrary contained in this Agreement, if the Mortgage Loans are subserviced in accordance with the PHH Reconstitution
Agreement and/or the Shellpoint Subservicing Agreement, by PHH and Shellpoint, respectively, the parties hereto agree that the
Servicing Administrator shall be deemed to have complied with the provisions of Subsections 11.01 through 11.13, 11.15 through
11.19, 11.21, 11.22, 11.25 and 11.26, except to the extent such provisions relate to P&I Advances, Servicing Advances or Compensating
Interest. For the avoidance of doubt, to the extent any Mortgage Loan is no longer subserviced by either the PHH Reconstitution
Agreement or the Shellpoint Subservicing Agreement, the provisions of this paragraph shall no longer apply in connection with such
Mortgage Loans unless otherwise agreed to by the securitization trust of the Subsequent Transaction and the Servicing Administrator.
In addition, notwithstanding anything to the contrary contained herein, for purposes of such Subsections, all references to the
Servicing Administrator shall be deemed to be references to the Servicing Administrator or to the Servicing Administrator acting
through one or more of its Subservicers, as applicable.


 


The Servicing
Administrator, as an independent contractor, shall service and administer the Mortgage Loans in accordance with this Agreement
and Customary Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and authority,
acting alone or through Subservicers or agents, to do or cause to be done any and all things in connection with such servicing
and administration which the Servicing Administrator may deem necessary or desirable and consistent with the terms of this Agreement.
The Servicing Administrator may perform its servicing responsibilities through agents or independent contractors, but shall not
thereby be released from any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Servicing Administrator
may delegate any of its duties under this Agreement to one or more of its affiliates without regard to any of the requirements
of this section; provided, however, that the Servicing Administrator shall not be released from any of its responsibilities hereunder
by virtue of such delegation. The Mortgage Loans may be subserviced by one or more unaffiliated Subservicers on behalf of the Servicing
Administrator in accordance with the servicing provisions of this Agreement, provided that each Subservicer is a Fannie Mae approved
seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited
to a change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Fannie
Mae or Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Servicing Administrator shall pay all
fees and expenses of the Subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances
if made by the Servicing Administrator hereunder shall be reimbursable to the Servicing Administrator as Servicing Advances), and
the Subservicer’s fee shall not exceed the Servicing Fee. The Servicing Administrator shall provide prompt notice to the
Purchaser and the Master Servicer of the Servicing Administrator’s engagement of any Subservicer.


 




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(b)         At
the cost and expense of the Servicing Administrator, without any right of reimbursement from the Custodial Account, the Servicing
Administrator shall be entitled to terminate the rights and responsibilities of a Subservicer and arrange for any servicing responsibilities
to be performed by a successor Subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Servicing Administrator, at the Servicing Administrator’s option,
from electing to service the related Mortgage Loans itself. If the Servicing Administrator’s responsibilities and duties
under this Agreement are terminated and if requested to do so by the Purchaser or its designee, the Servicing Administrator shall
at its own cost and expense terminate the rights and responsibilities of the Subservicer as soon as is reasonably possible.
The Servicing Administrator shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities
of the Subservicer from the Servicing Administrator’s own funds without reimbursement from the Purchaser.


 


(c)         The
Servicing Administrator shall be entitled to enter into an agreement with the Subservicer for indemnification of the Servicing
Administrator by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)         Any
subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be
deemed to be between the Subservicer and Servicing Administrator alone, and the Purchaser shall have no obligations, duties or
liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer’s
fees and expenses. For purposes of distributions and advances by the Servicing Administrator pursuant to this Agreement, the Servicing
Administrator shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.


 




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(e)         Consistent
with the terms of this Agreement, the Servicing Administrator may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicing
Administrator’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially
adverse to the Purchaser; provided, however, that (unless the Mortgagor is in default with respect to the Mortgage Loan, or such
default is, in the judgment of the Servicing Administrator, reasonably foreseeable, and the Servicing Administrator has the consent
of the Purchaser or its designee) the Servicing Administrator shall not enter into any payment plan or agreement to modify payments
with a Mortgagor lasting more than six (6) months or permit any modification with respect to any Mortgage Loan that would
change the Mortgage Interest Rate, the Lifetime Rate Cap, the Initial Rate Cap, the Periodic Rate Cap or the Gross Margin, defer
or forgive the payment of any principal or interest, change the outstanding principal amount (except for actual payments of principal),
make any future advances or extend the final maturity date, as the case may be, with respect to such Mortgage Loan or subordinate
the priority of the lien of the Mortgage Loan; provided, further, that if the Mortgage Loan is held by a REMIC, unless such Mortgage
Loan is in default or default with respect thereto is reasonably foreseeable, the Servicing Administrator shall not permit any
modification of such Mortgage Loan that would constitute a significant modification within the meaning of the REMIC provisions
of the Code. Notwithstanding the foregoing, for any waiver, modification, postponement or indulgence required to be made under
HAMP, the Servicemembers Civil Relief Act or any other government program, the Servicing Administrator shall not require the consent
of the Purchaser to grant such modification, but shall notify the Purchaser of such modification in writing.


 


(f)         The
Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of
any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the
Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of
its execution, and shall provide the original of any document certified by the appropriate public recording office to be a true
and complete copy of the original within one hundred and eighty (180) days of its submission for recordation.


 


(g)         The
Servicing Administrator shall notify the Purchaser or its designee of its intention to institute any foreclosure proceeding no
less than ten (10) days prior to initiating such proceeding. Prior to accepting a deed-in-lieu of foreclosure or a partial
release of any of the Mortgaged Property subject to the lien of the Mortgage Property, the Servicing Administrator shall email
Purchaser or its designee at an email address provided by the Purchaser and obtain the Purchaser’s or its designee’s
written consent to such Servicing Administrator’s acceptance. In connection with any foreclosure sale, the Servicing Administrator
shall consult with the Purchaser or its designee with regard to a bid price for the related Mortgaged Property and shall set such
bid price in accordance with the Purchaser’s or its designee’s instructions. The Servicing Administrator shall make
all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Law and shall
provide to the Mortgagors any reports required to be provided to them thereby; provided that the Servicing Administrator shall
obtain the prior written consent of the Purchaser or its designee prior to making any Servicing Advance of $5,000 or more. The
Purchaser or its designee shall furnish to the Servicing Administrator any powers of attorney and other documents reasonably necessary
or appropriate to enable the Servicing Administrator to carry out its servicing and administrative duties under this Agreement.


 




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(h)         Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed-in-lieu of foreclosure, if
the Servicing Administrator has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances
or wastes, or if the Purchaser or its designee otherwise requests an environmental inspection or review of such Mortgaged Property,
such an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense. Upon completion of the
inspection, the Servicing Administrator shall promptly provide the Purchaser or its designee with a written report of the environmental
inspection. After reviewing the inspection, the Purchaser or its designee shall determine how the Servicing Administrator shall
proceed with respect to the Mortgaged Property.


 


Subsection
11.02         Liquidation of Mortgage Loans.


 


In the event that any
payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform
any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Servicing
Administrator shall take such action as it shall deem to be in the best interest of the Purchaser. In the event that any payment
due under any Mortgage Loan remains delinquent for a period of one hundred twenty (120) days or more, the Servicing Administrator
shall, with the consent of the Purchaser or its designee, commence foreclosure proceedings in accordance with Customary Servicing
Procedures and the guidelines set forth by Fannie Mae or Freddie Mac. In such connection, the Servicing Administrator shall from
its own funds make all necessary and proper Servicing Advances; provided that the Servicing Administrator shall obtain the prior
written consent of the Purchaser or its designee prior to making any Servicing Advance of $5,000 or more, except for any Servicing
Advance for the payment of real estate property taxes or insurance payments in the normal course and in compliance with Customary
Servicing Procedures. If the portion of any Liquidation Proceeds allocable as a recovery of interest on any Mortgage Loan is less
than the full amount of accrued and unpaid interest on such Mortgage Loan as of the date such proceeds are received, then the applicable
Servicing Fees with respect to such Mortgage Loan shall be paid first and any amounts remaining thereafter shall be distributed
to the Purchaser.


 


Upon final liquidation
of a defaulted Mortgage Loan, subject to Subsections 11.04 and 11.05 below, the Servicing Administrator must provide documentation
to the Purchaser in the form of Exhibit 14 hereto. Any discrepancies with regards to the validity of the Advance recoveries
must be resolved in good faith between the Purchaser and the Servicing Administrator within a period not to exceed 30 days
from the Remittance Date following the liquidation of such Mortgage Loan. As further set forth in Subsections 11.04 and 11.05,
the Servicing Administrator shall fully reimburse itself from the Custodial Account for Advances related to Liquidation Proceeds
from previous Remittance Dates, on the Remittance Date after such Advances are approved by the Purchaser; provided, however, the
Servicing Administrator must provide documentation in the form of Exhibit 14 hereto to the Purchaser seeking approval within
ninety (90) days of final liquidation of a Mortgage Loan. The Purchaser shall provide such approval or denial to the Servicing
Administrator no later than thirty (30) days after receipt of such claim and all supporting documentation.


 




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Subsection
11.03         Collection of Mortgage Loan Payments.


 


Continuously from the
date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicing Administrator will proceed diligently,
in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans when the same shall become due
and payable. Further, the Servicing Administrator shall in accordance with Customary Servicing Procedures ascertain and estimate
taxes, assessments, fire and hazard insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges
that, as provided in any Mortgage, will become due and payable to the extent that the installments payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.


 


Subsection
11.04         Establishment of Custodial Account Deposits in Custodial Account.


 


The Servicing Administrator
shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the “Custodial
Account”), titled “[Name of Subservicer], in trust for J.P. Morgan Mortgage Acquisition Corp., as Purchaser
of Mortgage Loans”. Such Custodial Account shall be an Eligible Account. The creation of the Custodial Account shall be evidenced
by a certificate delivered to the Purchaser by the Servicing Administrator (the “Custodial Account Certification”)
in the form of Exhibit 7.


 


The Servicing Administrator
shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or
made by it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before
the Cut-off Date), within two (2) Business Days of receipt of such payments and collections:


 


(a)         all
payments on account of principal, including Principal Prepayments, on the Mortgage Loans;


 


(b)         all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;


 


(c)         all
Liquidation Proceeds;


 


(d)         all
proceeds received by the Servicing Administrator under any title insurance policy, hazard insurance policy, Primary Mortgage Insurance
Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the restoration or repair
of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing Procedures;


 


(e)         all
awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged Property which are not released
to the Mortgagor in accordance with Customary Servicing Procedures;


 


(f)         any
amount required to be deposited in the Custodial Account pursuant to Subsections 11.15, 11.17 and 11.19;


 


(g)         any
amount required to be deposited by the Servicing Administrator in connection with any REO Property pursuant to Subsection 11.13;


 




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(h)         all
amounts required to be deposited by the Servicing Administrator in connection with shortfalls in principal amount of Substitute
Mortgage Loans pursuant to Subsection 7.03;


 


(i)          any
Compensating Interest; and




 


(j)          amounts
required to be deposited by the Servicing Administrator in connection with the deductible clause of any hazard insurance policy.


 


The foregoing requirements for deposit
in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing,
payments in the nature of late payment charges, assumption fees and other ancillary fees need not be deposited by the Servicing
Administrator in the Custodial Account and such payments may be retained by the Servicing Administrator.


 


The Servicing Administrator
may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Servicing Administrator for
the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the Remittance Date next following
the date of such investment (except that (A) any investment in the institution with which the Custodial Account is maintained
may mature on such Remittance Date and (B) any other investment may mature on such Remittance Date if the Servicing Administrator
shall advance funds on such Remittance Date, pending receipt thereof to the extent necessary to make distributions to the Purchaser
or its designee) and shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above,
all income and gain realized from any such investment shall be for the benefit of the Servicing Administrator and shall be subject
to withdrawal by the Servicing Administrator. Prior to the related Remittance Date, the amount of any losses incurred in respect
of any such investments shall be deposited in the Custodial Account by the Servicing Administrator out of its own funds immediately
as realized.


 


Subsection
11.05         Withdrawals From the Custodial Account.


 


The Servicing Administrator
shall, from time to time, withdraw funds from the Custodial Account for the following purposes:


 


(a)         to
make payments to the Purchaser or its designee in the amounts and in the manner provided for in Subsection 11.15;


 


(b)         to
reimburse itself for P&I Advances, the Servicing Administrator’s right to reimburse itself pursuant to this subclause (b)
with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and
such other amounts as may be collected by the Servicing Administrator from the Mortgagor or otherwise relating to the Mortgage
Loan, it being understood that, in the case of any such reimbursement, the Servicing Administrator’s right thereto shall
be prior to the rights of the Purchaser with respect to such Mortgage Loan, except that, where the Seller is required to repurchase
a Mortgage Loan, pursuant to Subsection 7.03, the Servicing Administrator’s right to such reimbursement shall be subsequent
to the payment to the Purchaser or its designee of the Repurchase Price pursuant to Subsection 7.03, and all other amounts
required to be paid to the Purchaser with respect to such Mortgage Loan;


 




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(c)         to
reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing Advances, the Servicing Administrator’s right
to reimburse itself pursuant to this subclause (c) with respect to any Mortgage Loan being limited to related Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicing Administrator from
the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the
Servicing Administrator’s right thereto shall be prior to the rights of the Purchaser unless the Seller is required to repurchase
a Mortgage Loan pursuant to Subsection 7.03, in which case the Servicing Administrator’s right to such reimbursement
shall be subsequent to the payment to the Purchaser or its designee of the Repurchase Price pursuant to Subsection 7.03 and
all other amounts required to be paid to the Purchaser or its designee with respect to such Mortgage Loan;


 


(d)         to
reimburse itself for unreimbursed Servicing Advances and for unreimbursed P&I Advances, to the extent that such amounts are
nonrecoverable (as certified by the Servicing Administrator to the Purchaser or its designee in an Officer’s Certificate)
by the Servicing Administrator pursuant to subclause (b) or (c) above, provided that the Mortgage Loan for which such
advances were made is not required to be repurchased by the Seller pursuant to Subsection 7.03;


 


(e)         to
reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 12.01;


 


(f)          to
withdraw amounts to make P&I Advances in accordance with Subsection 11.17;


 


(g)         to
pay any LPMI Fee then due and payable;


 


(h)         to
pay to itself any interest earned or any investment earnings on funds deposited in the Custodial Account, net of any losses on
such investments;


 


(i)         to
withdraw any amounts inadvertently deposited in the Custodial Account; and


 


(j)         to
clear and terminate the Custodial Account upon the termination of this Agreement.


 


Notwithstanding the
foregoing, it is understood that the Servicing Administrator’s right to reimbursement pursuant to (b), (c), and (d) above
with respect to a final liquidation of a Mortgage Loan shall be subject to the Servicing Administrator providing documentation
in the form of Exhibit 14 to the Purchaser within ninety (90) days of final liquidation of such Mortgage Loan and the
Purchaser’s approval thereof. The Purchaser shall provide such approval or denial to the Servicing Administrator no later
than thirty (30) days after receipt of such Exhibit 14 and all supporting documentation. Upon receipt by the Servicing
Administrator of any approval or denial by the Purchaser, the Servicing Administrator shall be entitled to reimburse itself for
the approved amounts.


 




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Upon request, the Servicing
Administrator will provide the Purchaser or its designee with copies of invoices or other documentation relating to Servicing Advances
and P&I Advances that have been reimbursed from the Custodial Account.


 


Subsection
11.06         Establishment of Escrow Account; Deposits in Escrow Account.


 


The Servicing Administrator
shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate
and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (collectively,
the “Escrow Account”), titled “[Name of Subservicer], in trust for J.P. Morgan Mortgage Acquisition
Corp., as Purchaser of Mortgage Loans and various Mortgagors.” The Escrow Account shall be an Eligible Account. The creation
of the Escrow Account shall be evidenced by a certificate delivered by the Servicing Administrator (the “Escrow Account
Certification”) in the form of Exhibit 8.


 


The Servicing Administrator
shall deposit in the Escrow Account on a daily basis, and retain therein: (a) all Escrow Payments collected on account of
the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement
and (b) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or repair
of any Mortgaged Property. The Servicing Administrator shall make withdrawals therefrom only in accordance with Subsection 11.07
hereof. As part of its servicing duties, the Servicing Administrator shall pay to the Mortgagors interest on funds in the Escrow
Account, to the extent required by law.


 


Subsection
11.07         Withdrawals From Escrow Account.


 


Withdrawals from the
Escrow Account shall be made by the Servicing Administrator only (a) to effect timely payments of ground rents, taxes, assessments,
premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow Payments
for the related Mortgage, (b) to reimburse the Servicing Administrator for any Servicing Advance made by Servicing Administrator
pursuant to Subsection 11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds
found to be in excess of the amounts required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial
Account upon default of a Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by Applicable
Law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required
by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds
deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h) to the extent permitted under the terms
of the related Mortgage Note and Applicable Law, to pay late fees with respect to any Monthly Payment which is received after the
applicable grace period, (i) to withdraw suspense payments that are deposited into the Escrow Account, (j) to withdraw
any amounts inadvertently deposited in the Escrow Account or (k) to clear and terminate the Escrow Account upon the termination
of this Agreement.


 




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Subsection
11.08         Payment of Taxes; Insurance and Other Charges; Collections Thereunder.


 


With respect to each
Mortgage Loan, the Servicing Administrator shall maintain accurate records reflecting the status of ground rents, taxes, assessments
and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance
Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges
(including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account
which shall have been estimated and accumulated by the Servicing Administrator in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Servicing Administrator
shall determine that any such payments are made by the Mortgagor. The Servicing Administrator assumes full responsibility for the
timely payment of all such bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful
performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances to effect such payments,
subject to its ability to recover such Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b).


 


Subsection
11.09         Transfer of Accounts.


 


The Servicing Administrator
may transfer the Custodial Account or the Escrow Account to a different Eligible Account. Such transfer shall be made only upon
obtaining the prior written consent of the Purchaser or its designee; such consent shall not be unreasonably withheld.


 


Subsection
11.10         Maintenance of Hazard Insurance.


 


The Servicing Administrator
shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary in the area where
the Mortgaged Property is located by a Qualified Insurer in an amount which is at least equal to the lesser of (a) the full
insurable value of the Mortgaged Property or (b) the greater of (i) the outstanding principal balance owing on the Mortgage
Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor
or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is in an area identified in the Federal Register
by the Federal Emergency Management Agency as a special flood hazard area (and such flood insurance has been made available) the
Servicing Administrator will cause to be maintained a flood insurance policy meeting the requirements of the National Flood Insurance
Program, in an amount representing coverage not less than the lesser of (A) the minimum amount required under the terms of
the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis (or the outstanding principal
balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum amount of insurance available
under the National Flood Insurance Program. The Servicing Administrator shall also maintain on REO Property fire and hazard insurance
with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part
of such property, liability insurance and, to the extent required and available under the National Flood Insurance Program, flood
insurance in an amount required above. Any amounts collected by the Servicing Administrator under any such policies (other than
amounts to be deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage
or property acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing
Procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05. It is understood
and agreed that no earthquake or other additional insurance need be required by the Servicing Administrator of any Mortgagor or
maintained on REO Property other than pursuant to such Applicable Laws and regulations as shall at any time be in force and as
shall require such additional insurance. All policies required hereunder shall be endorsed with standard mortgagee clauses with
loss payable to Servicing Administrator, and shall provide for at least thirty (30) days prior written notice of any cancellation,
reduction in amount or material change in coverage to the Servicing Administrator. The Servicing Administrator shall not interfere
with the Mortgagor’s freedom of choice in selecting either its insurance carrier or agent; provided, however, that the Servicing
Administrator shall not accept any such insurance policies from insurance companies unless such companies are acceptable to Fannie
Mae and Freddie Mac and are licensed to do business in the state wherein the property subject to the policy is located.


 




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The hazard insurance
policies for each Mortgage Loan secured by a unit in a condominium development or planned unit development shall be maintained
with respect to such Mortgage Loan and the related development in a manner which is consistent with Fannie Mae or Freddie Mac requirements.


 


Subsection
11.11         [Reserved].


 


Subsection
11.12         Fidelity Bond; Errors and Omissions Insurance.


 


The Servicing Administrator
shall maintain with a Qualified Insurer, at its own expense, a blanket Fidelity Bond and an errors and omissions insurance policy,
with broad coverage on all officers, employees or other persons acting in any capacity requiring such persons to handle funds,
money, documents or papers relating to the Mortgage Loans. These policies must insure the Servicing Administrator against losses
resulting from fraud, theft, errors, omissions, negligence, dishonest or fraudulent acts committed by the Servicing Administrator’s
personnel, any employees of outside firms that provide data processing services for the Servicing Administrator, and temporary
contract employees or student interns. The Fidelity Bond shall also protect and insure the Servicing Administrator against losses
in connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Subsection 11.12 requiring such Fidelity Bond and errors and omissions insurance shall diminish
or relieve the Servicing Administrator from its duties and obligations as set forth in this Agreement. The minimum coverage under
any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by Fannie Mae in the
Fannie Mae Servicing Guide or by Freddie Mac in the Freddie Mac Sellers’ & Servicers’ Guide, as amended or restated
from time to time, or in an amount as may be permitted to the Servicing Administrator by express waiver of Fannie Mae or Freddie
Mac. Upon request of the Purchaser or its designee, the Servicing Administrator shall cause to be delivered to the Purchaser a
certified true copy of such Fidelity Bond or a certificate evidencing the same with a statement that the Servicing Administrator
shall endeavor to provide written notice to the Purchaser or its designee thirty (30) days prior to modification or any material
change.


 




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Subsection
11.13         Title, Management and Disposition of REO Property.


 


(a)         In
the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate
of sale shall be taken in the name of the Purchaser or its nominee.


 


(b)         The
Purchaser or its designee, by giving notice to the Servicing Administrator, may elect to manage and dispose of all REO Property
acquired pursuant to this Agreement by itself. If the Purchaser or its designee so elects, the Purchaser or its designee shall
assume control of REO Property at the time of its acquisition and the Servicing Administrator shall forward the related Mortgage
File to the Purchaser or its designee as soon as is practicable. Promptly upon assumption of control of any REO Property,
the Purchaser or its designee shall reimburse any related Servicing Advances or other expenses incurred by the Servicing Administrator
with respect to that REO Property.


 


(c)         If
the Purchaser or its designee has not informed the Servicing Administrator that it will manage REO Property, the provisions of
this Subsection 11.13(c) shall apply. The Servicing Administrator shall cause to be deposited on a daily basis in the Custodial
Account all revenues received with respect to the conservation of the related REO Property. The Servicing Administrator shall make
distributions as required on each Remittance Date to the Purchaser of the net cash flow from the REO Property (which shall equal
the revenues from such REO Property net of the expenses described above and of any reserves reasonably required from time to time
to be maintained to satisfy anticipated liabilities for such expenses).


 


(d)         The
Servicing Administrator shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within two (2) years after title has been taken to such REO Property, unless (i)  a REMIC election has not
been made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicing
Administrator determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for
the orderly liquidation of such REO Property. Servicing Administrator shall obtain the written consent of the Purchaser or its
designee prior to disposing of any REO Property. If a period longer than two (2) years is permitted under the foregoing sentence
and is necessary to sell any REO Property, (i) the Servicing Administrator shall report monthly to the Purchaser as to the
progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money
mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicing Administrator as mortgagee,
and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among
the Servicing Administrator and Purchaser shall be entered into with respect to such purchase money mortgage.


 




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(e)         The
Servicing Administrator shall either itself or through an agent selected by the Servicing Administrator, manage, conserve, protect
and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for
its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Any disbursement
in excess of $5,000 shall be made only with the written approval of the Purchaser or its designee.


 


Subsection
11.14         Servicing Compensation.


 


As compensation for
its services hereunder, the Servicing Administrator shall be entitled to retain the Servicing Fee from interest payments actually
collected on the Mortgage Loans. Additional servicing compensation in the form of assumption fees, late payment charges, and other
ancillary income shall be retained by the Servicing Administrator to the extent not required to be deposited in the Custodial Account.
The Servicing Administrator shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically provided for herein. Prepayment Penalties shall be the
property of the Purchaser and may not be retained by the Servicing Administrator as additional servicing compensation.


 


Subsection
11.15         Distributions.


 


By 12:00 p.m.
on each Remittance Date, the Servicing Administrator shall remit by wire transfer of immediately available funds to the account
designated in writing by the Purchaser of record or its designee on the preceding Record Date (a) all amounts credited to
the Custodial Account at the close of business on the related Determination Date, net of charges against or withdrawals from the
Custodial Account pursuant to Subsection 11.05(b) through (i), plus (b) all amounts, if any, which the Servicing Administrator
is obligated to advance pursuant to Subsection 11.17, plus (c) any Compensating Interest, minus (d) any amounts
attributable to Principal Prepayments received during the month of such Remittance Date, minus (e) any amounts attributable
to Monthly Payments collected but due on a Due Date or Dates subsequent to the related Due Date. It is understood that, by operation
of Subsection 11.04, the remittance on the first Remittance Date is to include principal collected after the Cut-off Date
through the preceding Determination Date plus interest, at the Mortgage Loan Remittance Rate collected through such Determination
Date exclusive of any portion thereof allocable to the period prior to such Cut-off Date, with the adjustments specified in clauses (b),
(c), (d) and (e) above.


 


With respect to any
remittance received by the Purchaser or its designee after the Business Day on which such payment was due, the Servicing Administrator
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest published as the average
rate in The Wall Street Journal, as its prime lending rate, adjusted as of the date of each change, plus three percent (3%), but
in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid by the Servicing Administrator
to the Purchaser on the date such late payment is made and shall cover the period commencing with the Business Day on which such
payment was due and ending with the Business Day immediately preceding the Business Day on which such payment is made, both inclusive.
The payment by the Servicing Administrator of any such interest shall not be deemed an extension of time for payment or a waiver
of any Event of Default by the Servicing Administrator.


 




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Subsection
11.16         Statements to the Purchaser.


 


On or prior to the
fifth (5th) Business Day of each month, Seller shall forward to the Purchaser and/or any of its designees in electronic form, the
reports set forth on Exhibits 13, 14 and 15 (including, without limitation, any such other information as may be reasonably required
to be delivered due to revisions in applicable rules and regulations, including, but not limited to, guidance from the American
Securitization Forum) with respect to the preceding Due Period and calendar month.


 


In addition, within
a reasonable period of time after the end of each calendar year, the Servicing Administrator will furnish a report to each Person
that was a Purchaser at any time during such calendar year. Such report shall state the aggregate of amounts distributed to the
Purchaser for such calendar year. Such obligation of the Servicing Administrator shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Servicing Administrator pursuant to any requirements
of the Code.


 


The Servicing Administrator
shall prepare and file any and all tax returns, information statements or other filings required to be delivered to any governmental
taxing authority, the Mortgagor or to the Purchaser or its designee pursuant to any Applicable Law with respect to the Mortgage
Loans and the transactions contemplated hereby. In addition, the Servicing Administrator shall provide the Purchaser or its designee
with such information concerning the Mortgage Loans as is necessary for such Purchaser to prepare federal income tax returns
as the Purchaser may reasonably request from time to time.


 


Subsection
11.17         Advances by the Servicing Administrator.


 


On the Business Day
immediately preceding each Remittance Date, the Servicing Administrator shall either (a) deposit in the Custodial Account
from its own funds an amount equal to the aggregate amount of all Monthly Payments (with interest adjusted to the Mortgage Loan
Remittance Rate) which were due on the Mortgage Loans during the applicable Due Period and which were delinquent at the close of
business on the immediately preceding Determination Date (each such advance, a “P&I Advance”), (b) cause
to be made an appropriate entry in the records of the Custodial Account that amounts held for future distribution have been, as
permitted by this Subsection 11.17, used by the Servicing Administrator in discharge of any such P&I Advance or (c) make
P&I Advances in the form of any combination of (a) or (b) aggregating the total amount of advances to be made. Any amounts
held for future distribution and so used shall be replaced by the Servicing Administrator by deposit in the Custodial Account on
or before any future Remittance Date if funds in the Custodial Account on such Remittance Date shall be less than payments to the
Purchaser required to be made on such Remittance Date. The Servicing Administrator’s obligation to make P&I Advances
as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of a Mortgage Loan, or
through the last Remittance Date prior to the Remittance Date for the distribution of all other payments or recoveries (including
proceeds under any title, hazard or other insurance policy, or condemnation awards and REO Disposition Proceeds) with respect to
a Mortgage Loan or until there has been a determination that such P&I Advance would be nonrecoverable. The determination by
the Servicing Administrator that a P&I Advance, if made, would be nonrecoverable, shall be evidenced by an Officer’s
Certificate of the Servicing Administrator, delivered to the Purchaser or its designee, which details the reasons for such determination
including all supporting information for such determination, which may include an appraisal of the Mortgaged Property; and provided
however, that if the Purchaser or its designee does not agree with such nonrecoverable determination, the Servicing Administrator
shall continue to advance such P&I Advances until Purchaser otherwise agrees.


 




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Subsection
11.18         Assumption Agreements.


 


The Servicing Administrator
will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note; provided
that, subject to the Purchaser’s or its designee’s prior approval, the Servicing Administrator shall permit such assumption
if so required in accordance with the terms of the Mortgage or the Mortgage Note. When the Mortgaged Property has been conveyed
by the Mortgagor, the Servicing Administrator will, to the extent it has knowledge of such conveyance, exercise its rights to accelerate
the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto; provided, however, the Servicing
Administrator will not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or
threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. In connection with any such assumption,
the outstanding principal amount, the Monthly Payment, the Mortgage Interest Rate, the Lifetime Rate Cap, the Gross Margin, the
Initial Rate Cap or the Periodic Rate Cap of the related Mortgage Note shall not be changed, and the term of the Mortgage Loan
will not be increased or decreased. If an assumption is allowed pursuant to this Subsection 11.18, the Servicing Administrator
with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any, is authorized to enter into a substitution
of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is released from liability
and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under the Mortgage Note.


 


Subsection
11.19         Satisfaction of Mortgages and Release of Mortgage Files.


 


Upon the payment in
full of any Mortgage Loan, or the receipt by the Servicing Administrator of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Servicing Administrator will obtain the portion of the Mortgage File that is in the
possession of the Purchaser or its designee, prepare and process any required satisfaction or release of the Mortgage and notify
the Purchaser or its designee in accordance with the provisions of this Agreement. The Purchaser agrees to deliver to the Servicing
Administrator the original Mortgage Note for any Mortgage Loan not later than five (5) Business Days following its receipt
of a notice from the Servicing Administrator that such a payment in full has been received or that a notification has been received
that such a payment in full shall be made. Such Mortgage Note shall be held by the Servicing Administrator, in trust, for the purpose
of canceling such Mortgage Note and delivering the canceled Mortgage Note to the Mortgagor in a timely manner as and to the extent
provided under any applicable federal or state law.


 


In the event the Servicing
Administrator grants a satisfaction or release of a Mortgage without having obtained payment in full of the indebtedness secured
by the Mortgage or should the Servicing Administrator otherwise prejudice any right the Purchaser may have under the mortgage instruments,
the Servicing Administrator shall remit to the Purchaser or its designee the Scheduled Principal Balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Fidelity Bond shall insure the Servicing Administrator against any loss it
may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.


 




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		Subsection 11.20	Servicing Administrator Shall Provide Access and Information
as Reasonably Required.



 


The Servicing Administrator
shall provide, and shall cause any Subservicer or subcontractor to provide, to the Purchaser or its designee, or Purchaser’s
auditors (internal and external), any supervisory agents or examiners representing a state or federal governmental agency having
jurisdiction over the Purchaser or its affiliates, accountants, attorneys, agents, or designees the right to examine and audit,
which audits may include technical, financial or operational audits, at the Purchaser’s expense, upon no less than fifteen
(15) Business Days prior notice to the Servicing Administrator, during normal business hours, the Servicing Administrator and any
and all of the books, records, documentation or other information, including facilities (and any back-up facilities and disaster
recovery sites), computer systems and procedures, of the Servicing Administrator, or held by another for the Servicing Administrator
or on its behalf or otherwise, which relate to the performance or observance by the Servicing Administrator of the terms, covenants
or conditions of this Agreement or the Servicing Administrator. Further, Purchaser’s auditors (internal and/or external)
or any third-party oversight group or the vendor management group that is part of Purchaser’s parent company or other Purchaser
designees may conduct on-site security reviews, vulnerability testing and disaster recovery testing on Servicing Administrator’s
systems containing non-public personal information solely on the Mortgage Loans or REO Properties and otherwise audit Servicing
Administrator’s operations for compliance with JPMorgan’s Information Security Policies at the cost of the Purchaser
and upon no less than fifteen (15) Business Days prior notice; provided however, this provision shall only apply while Mortgage
Loans and/or REO Properties are owned by the Initial Purchaser or an affiliate thereof. Servicing Administrator shall cooperate
with such audits and provide assistance as reasonably requested. If any party conducting such a review discovers a material breach
or a remediation issue, the Servicing Administrator shall promptly correct such identified material breach or resolve any issues
to the Purchaser’s reasonable satisfaction.


 


In addition, the Servicing
Administrator shall furnish, and shall cause any Subservicer to furnish, upon request by the Purchaser or its designee, during
the term of this Agreement, such periodic, special or other reports or information, whether or not provided for herein, as shall
be necessary, reasonable and appropriate with respect to the purposes of this Agreement and applicable regulations. All such reports
or information shall be provided by and in accordance with all reasonable instructions and directions the Purchaser or its designee
may require. The Servicing Administrator agrees, and shall cause any Subservicer to agree, to execute and deliver all such instruments
and take all such action as the Purchaser or its designee from time to time, may reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.


 


The Servicing Administrator
will establish and maintain or cause each of its Subservicers to establish and maintain a system of: (i) records of operational
information relating to the collection of Mortgage Loans, the payment of Servicing Advances and P&I Advances, the conduct of
default management services and the administration, servicing, repair, maintenance, rental, sale, or other disposition of Mortgage
Loans and Mortgaged Property and REO Property and (ii) books and accounts, which shall be maintained in accordance with customary
business practices, of financial information relating to the Mortgage Loans and the Mortgaged Properties and the REO Properties.


 




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Subsection
11.21         Inspections.


 


The Servicing Administrator
shall inspect the Mortgaged Property as often as deemed commercially reasonably necessary by the Servicing Administrator to assure
itself that the value of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than seventy-five
(75) days delinquent, the Servicing Administrator shall promptly inspect the Mortgaged Property and shall conduct subsequent
inspections in accordance with Customary Servicing Procedures or as may be required by the primary mortgage guaranty insurer. The
Servicing Administrator shall keep a written report of each such inspection.


 


Subsection
11.22         Restoration of Mortgaged Property.


 


The Servicing Administrator
need not obtain the approval of the Purchaser or its designee prior to releasing any Insurance Proceeds or Condemnation Proceeds
to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with Customary
Servicing Procedures. At a minimum, the Servicing Administrator shall comply with the following conditions in connection with any
such release of Insurance Proceeds or Condemnation Proceeds:


 


(a)         the
Servicing Administrator shall receive satisfactory independent verification of completion of repairs and issuance of any required
approvals with respect thereto;


 


(b)         the
Servicing Administrator shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not
limited to requiring waivers with respect to mechanics’ and materialmen’s liens;


 


(c)         the
Servicing Administrator shall verify that the Mortgage Loan is not in default; and


 


(d)         pending
repairs or restoration, the Servicing Administrator shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.


 


If the Purchaser is
named as an additional loss payee, the Servicing Administrator is hereby empowered to endorse any loss draft issued in respect
of such a claim in the name of the Purchaser.


 


Subsection
11.23         Appointment of Master Servicer.


 


The Purchaser shall
have the right, at any time, to appoint a master servicer (the “Master Servicer”) in its sole discretion. Servicing
Administrator hereby agrees to remit to, take direction from, and cooperate with, the Master Servicer, in accordance with the terms
of this Agreement. Purchaser shall notify Servicing Administrator of any appointment of a Master Servicer.


 




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Subsection
11.24         [Reserved].


 


Subsection
11.25         Credit Reporting.


 


The Servicing Administrator
shall cause to be fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (i.e., favorable and unfavorable) on its Mortgagor credit files to Equifax, Experian, and Trans Union
Credit Information Company (three of the credit repositories), on a monthly basis. The Servicing Administrator shall order Credit
Scores quarterly and shall provide such Credit Scores to the Purchaser or its designee on a quarterly basis. Such credit scores
shall be included in the monthly report provided to the Purchaser or its designee delivered in the month such Credit Score is ordered.


 


Subsection
11.26         Deregistration of MERS Designated Mortgage Loans.


 


The Servicing Administrator
hereby agrees that it shall remove or cause the removal of all Mortgage Loans that are MERS Designated Mortgage Loans from registration
on the MERS System in accordance with the rules and regulations of MERS within 90 days after a request therefor from the Purchaser.
Upon such deregistration, the Servicing Administrator shall deliver to the Custodian an Assignment of Mortgage in form and substance
acceptable to the Custodian for recording in blank and, upon the reasonable request of the Custodian, such further instruments
as are necessary or proper to effect such removal from registration.


 


SECTION
12.         The Servicing Administrator.


 


Subsection
12.01         Indemnification; Third Party Claims.


 


(a)         The
Servicing Administrator agrees to indemnify and hold harmless the Purchaser, the Master Servicer and any successor servicer and
their respective officers, directors, agents and affiliates from and against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees (including, without limitation, legal fees incurred in connection with the enforcement of the
Seller’s indemnification obligation under this Subsection 12.01) and related costs, judgments, and any other costs,
fees and expenses that any such persons may sustain in any way related to the failure of the Servicing Administrator to service
the Mortgage Loans in compliance with the terms of this Agreement or otherwise comply with its obligations and covenants under
this Agreement.


 


(b)         The
Servicing Administrator shall promptly notify the Purchaser and the Master Servicer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans, and the Servicing Administrator shall assume (with the written consent of the Purchaser
or the Master Servicer) the defense of any such claim and pay all expenses in connection therewith, including counsel fees. If
the Servicing Administrator has assumed the defense of the Purchaser, the Servicing Administrator shall provide the Purchaser or
the Master Servicer with a written report of all expenses and advances incurred by the Servicing Administrator pursuant to this
Subsection 12.01 and the Servicing Administrator shall be entitled to reimbursement for all amounts advanced by it pursuant
to the preceding sentence except when the claim in any way relates to the failure of the Servicing Administrator to service the
Mortgage Loans in accordance with the terms of this Agreement or otherwise materially comply with its obligations and covenants
under this Agreement.


 




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Subsection
12.02         Merger or Consolidation of the Servicing Administrator.


 


The Servicing Administrator
will keep in full effect its existence, rights and franchises as a corporation, and will obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.


 


Any Person into which
the Servicing Administrator may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Servicing Administrator shall be a party, or any Person succeeding to substantially all of the business of the Servicing
Administrator (whether or not related to loan servicing), shall be the successor of the Servicing Administrator hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.


 


Subsection
12.03         Limitation on Liability of the Servicing Administrator and Others.


 


The duties and obligations
of the Servicing Administrator shall be determined solely by the express provisions of this Agreement, the Servicing Administrator
shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and
no implied covenants or obligations shall be read into this Agreement against the Servicing Administrator. Neither the Servicing
Administrator nor any of the directors, officers, employees or agents of the Servicing Administrator shall be under any liability
to the Purchaser for any action taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures
and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Servicing Administrator against any liability resulting from any breach of any representation or warranty
made herein, or from any liability specifically imposed on the Servicing Administrator herein; and, provided further, that this
provision shall not protect the Servicing Administrator against any liability that would otherwise be imposed by reason of the
willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of the obligations
or duties hereunder. The Servicing Administrator and any director, officer, employee or agent of the Servicing Administrator may
rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by
the proper authorities respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Servicing Administrator
shall have no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Servicing
Administrator’s duty to service the Mortgage Loans in accordance with this Agreement.


 




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Subsection
12.04         Acquisition and Resignation.


 


With respect to the
servicing of the Mortgage Loans, neither the Seller nor the Servicing Administrator shall assign this Agreement or resign from
the obligations and duties hereby imposed on it except by mutual consent of the Servicing Administrator or the Seller, as the case
may be, and the Purchaser or upon the determination that the Servicing Administrator’s duties hereunder are no longer permissible
under Applicable Law and such incapacity cannot be cured by the Servicing Administrator. Any such determination permitting the
unilateral resignation of the Servicing Administrator shall be evidenced by an Opinion of Counsel to such effect delivered to the
Purchaser or its designee, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation
or assignment shall become effective until a successor has assumed the Servicing Administrator’s responsibilities and obligations
hereunder in accordance with Subsection 14.02.


 


SECTION
13.         Default.


 


Subsection
13.01         Events of Default.


 


In case one or more
of the following Events of Default by the Servicing Administrator shall occur and be continuing:


 


(a)         any
failure by the Servicing Administrator to remit or cause to be remitted to the Purchaser, its designee, or any Master Servicer,
any payment required to be made under the terms of this Agreement which continues unremedied for a period of one (1) Business
Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicing
Administrator by the Purchaser, its designee or any Master Servicer;


 


(b)         failure
by the Seller or the Servicing Administrator to duly observe or perform, in any material respect, any other covenants, obligations
or agreements of the Servicing Administrator as set forth in this Agreement (other than those set forth in clause (h) below) which
failure continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Seller or the Servicing Administrator by the Purchaser, its designee or any
Master Servicer;


 


(c)         a
decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Seller or the Servicing Administrator
and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;


 


(d)         the
Seller or the Servicing Administrator shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicing
Administrator or relating to all or substantially all of the Servicing Administrator’s property;


 




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(e)         the
Seller or Servicing Administrator shall admit in writing its inability to pay its debts as they become due, file a petition to
take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations;


 


(f)         any
Subservicer shall cease to be qualified to do business under the laws of any state in which a Mortgaged Property is located, but
only to the extent such qualification is necessary to ensure the enforceability of each Mortgage Loan and to perform the Subservicer’s
servicing obligations under the related Subservicing Agreement;


 


(g)         the
Servicing Administrator or any Subservicer shall fail to meet the servicer eligibility qualifications of Fannie Mae and the Servicing
Administrator or any Subservicer shall fail to meet the servicer eligibility qualifications of Freddie Mac;


 


(h)         the
Seller or the Servicing Administrator fails to duly perform or to deliver, within the required time periods, its obligations under
Section 33 of this Agreement, which failure continues unremedied for a period of ten (10) days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given to the Seller or the Servicing Administrator by
any party to this Agreement or by any Master Servicer responsible for master servicing the Mortgage Loans pursuant to a securitization
of such Mortgage Loans;


 


(i)          any
reduction or withdrawal of the ratings of any Subservicer as a servicer of mortgage loans by one or more of the Rating Agencies
that maintains a servicer rating system to “below average” or below; or


 


(j)         the
Servicing Administrator attempts to assign this Agreement except in compliance with the terms of this Agreement


 


then, and in each and every such case,
so long as an Event of Default shall not have been remedied, the Purchaser or its designee, by notice in writing to the Seller
or the Servicing Administrator, may, in addition to whatever rights the Purchaser or its designee may have at law or equity to
damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the Servicing
Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof. Upon receipt by the Servicing Administrator
of such written notice from the Purchaser or its designee stating that they intend to terminate the Servicing Administrator as
a result of such Event of Default, all authority and power of the Servicing Administrator under this Agreement, whether with respect
to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02. Upon
written request from the Purchaser or its designee, the Servicing Administrator shall cause the preparation, execution and delivery
to a successor any and all documents and other instruments, cause to be placed in such successor’s possession all Mortgage
Files and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
including, but not limited to, cause the transfer and endorsement or assignment of the Mortgage Loans and related documents to
the successor at the Servicing Administrator’s sole expense. The Servicing Administrator agrees to cooperate with the Purchaser
or its designee and such successor in effecting the termination of the Servicing Administrator’s responsibilities and rights
hereunder, including, without limitation, causing the transfer to such successor for administration by it of all amounts which
shall at the time be credited by the Servicing Administrator to the Custodial Account or Escrow Account or thereafter received
with respect to the Mortgage Loans.


 




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Subsection
13.02         Waiver of Default.


 


The Purchaser or its
designee may waive any default by the Servicing Administrator in the performance of its obligations hereunder and its consequences.
Upon any waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair
any right consequent thereto except to the extent expressly so waived.


 


SECTION
14.         Termination.


 


Subsection
14.01         Termination.


 


The respective obligations
and responsibilities of the Servicing Administrator, as servicer, shall terminate upon (a) the distribution to the Purchaser
or its designee of the final payment or liquidation with respect to the last Mortgage Loan (or advances of the same by the Servicing
Administrator) or (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect
to the last Mortgage Loan and the remittance of all funds due hereunder.


 


The Purchaser or its
designee may terminate, at its sole option, any rights the Servicing Administrator may have hereunder, without cause by providing
sixty (60) days’ notice to the Servicing Administrator and the payment to the Servicing Administrator of the Termination
Without Cause Fee and all amounts due to the Servicing Administrator and remaining unpaid as of the effective date of termination,
including, but not limited to, Servicing Advances and Servicing Fees. Any such notice of termination shall be in writing and delivered
to the Servicing Administrator by registered mail as provided in Section 15 with an email copy to the Servicing Administrator.
Upon receipt by the Servicing Administrator of such written notice from the Purchaser or its designee stating that they intend
to terminate the Servicing Administrator pursuant to this paragraph and the receipt by the Servicing Administrator of the Termination
Without Cause Fee, all authority and power of the Servicing Administrator under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Subsection 14.02.


 


Notwithstanding and
in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of ninety (90) days
or more (a “Delinquent Mortgage Loan”) or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may
at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property without payment of a termination
fee therefor upon 15 days’ written notice to the Servicing Administrator.


 




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Upon written request
from the Purchaser or its designee, the Servicing Administrator shall cause the preparation, execution and delivery to a successor
any and all documents and other instruments, cause to place in such successor’s possession all Mortgage Files and do or cause
to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but
not limited to, cause the transfer and endorsement or assignment of the Mortgage Loans and related documents to the successor at
the Servicing Administrator’s sole expense, unless such request is in connection with a termination of the Servicing Administrator
without cause as described in the second preceding paragraph, in which case such expense shall be borne by the Purchaser. The Servicing
Administrator agrees to cooperate with the Purchaser or its designee and such successor in effecting the termination of the Servicing
Administrator’s responsibilities and rights hereunder, including, without limitation, causing the transfer to such successor
for administration by it of all amounts which shall at the time be credited by the Servicing Administrator to the Custodial Account
or Escrow Account or thereafter received with respect to the Mortgage Loans.


 


Termination of this
Agreement shall not affect any of the Seller’s or the Servicing Administrator’s obligations regarding servicing transfer,
repurchase, indemnification or otherwise, all of which shall survive such termination and remain in full force and effect.


 


Subsection
14.02         Successors to the Servicing Administrator.


 


(a)           With
respect to the Mortgage Loans:


 


(I)         Prior
to the termination of the Servicing Administrator’s responsibilities and duties under this Agreement pursuant to Subsections
12.04, 13.01 or 14.01, the Purchaser or the Master Servicer shall, (a) succeed to and assume all of the Servicing Administrator’s
responsibilities, rights, duties and obligations under this Agreement or (b) appoint a successor which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the Servicing Administrator under this Agreement upon
such termination. In connection with such appointment and assumption, the Purchaser or the Master Servicing Administrator may make
such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree.
In the event that the Servicing Administrator’s duties, responsibilities and liabilities under this Agreement shall be terminated
pursuant to the aforementioned Subsections, the Servicing Administrator shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until the effective date thereof in accordance with the terms
of this Agreement, and shall not knowingly or intentionally take any action whatsoever that might impair or prejudice the rights
or financial condition of its successor. The resignation or removal of the Servicing Administrator pursuant to the aforementioned
Subsections shall not become effective until a successor shall be appointed pursuant to this Subsection and shall in no event
relieve the Seller of the representations and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies available
to the Purchaser or the Master Servicer under Subsection 7.03, it being understood and agreed that the provisions of such
Subsections 7.01 and 7.02 shall be applicable to the Seller notwithstanding any such resignation or termination of the Servicing
Administrator, or the termination of this Agreement.


 






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(II)         Any
successor appointed as provided herein shall execute, acknowledge and deliver to the Servicing Administrator, the Purchaser and
the Master Servicer an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights,
powers, duties, responsibilities, obligations and liabilities of the Servicing Administrator, with like effect as if originally
named as a party to this Agreement. Any termination or resignation of the Servicing Administrator or this Agreement pursuant to
Subsections 12.04, 13.01 or 14.01 shall not affect any claims that the Purchaser or the Master Servicer may have against the Servicing
Administrator arising prior to any such termination or resignation.


 


(III)         The
Servicing Administrator shall promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage
Files and related documents and statements held by it hereunder and the Servicing Administrator shall account for all funds and
shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively
vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicing Administrator.
The successor servicer shall not be responsible for any costs associated with the transfer by the Servicing Administrator of the
Mortgage Files or related documents or statements to such successor.


 


(IV)         Upon
a successor’s acceptance of appointment as such, the Servicing Administrator shall notify by mail the Purchaser and the Master
Servicing Administrator of such appointment.


 


(V) Notwithstanding
the resignation or the removal of the Servicing Administrator pursuant to Subsections 12.04, 13.01 or 14.01, the Servicing Administrator
shall be entitled to all amounts rightfully owing to the Servicing Administrator and remaining unpaid as of the effective date
of termination, including, but not limited to, Servicing Advances and Servicing Fees.


 


SECTION
15.         Notices.


 


All demands, notices
and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified
mail, return receipt requested, or by electronic means including email, when received by the other party at the address as follows:


 


(a)         if
to the Purchaser:


 


J.P. Morgan Mortgage Acquisition Corp.


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Whole Loan Transaction Management


 


with an email copy to:


 




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JPMMAC-Notices@jpmorgan.com


 


(b)         if
to the Seller:


 


Five Oaks Acquisition Corp.


540 Madison Avenue, 19th Floor


New York, NY 10022


Attention: Loan Operations


Telephone: (212) 257-5070


Email: LoanOPS@oakcirclecapital.com


 


(c)         if
to the Servicing Administrator:


 


Five Oaks Acquisition Corp.


540 Madison Avenue, 19th Floor


New York, NY 10022


Attention: Loan Operations


Telephone: (212) 257-5070


Email: LoanOPS@oakcirclecapital.com


 


or such other address as may hereafter
be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been
received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified
mail, by the date noted on the return receipt); provided that any demands, notices and communication hereunder sent by electronic
transmission shall only be deemed delivered in the event that the sender does not receive an “undeliverable” or other
notice of transmission failure.


 


SECTION
16.        Cooperation of Seller with Subsequent Transaction.


 


The Seller and the
Purchaser agree that on the Reconstitution Date the Purchaser shall effect the Subsequent Transaction.


 


With respect to such
Subsequent Transaction, the Seller agrees to deliver to the related Master Servicer or trustee on or prior to the date which is
five (5) Business Days prior to the Reconstitution Date, a Mortgage Loan Schedule. The Seller agrees to execute (i) in
connection with such Subsequent Transaction an Assignment, Assumption and Recognition Agreement substantially in the form attached
hereto as Exhibit 9A with any additional changes reasonably requested by all necessary parties (the “Reconstitution
Agreement”).


 


In connection with
the Subsequent Transaction, the Seller agrees to (1) enter into and deliver certain additional documents, instruments or agreements,
including, but not limited to, an enforceability opinion (in a form consistent with industry standards), as may be necessary to
effect the Subsequent Transaction, (2) cooperate with parties to the Subsequent Transaction to provide information, certifications
or other related documents in order to facilitate the preparation of the related offering document and consummate the transactions
contemplated thereby, (3) the appointment of an “independent reviewer” that will have access to the Mortgage Files
to determine if a breach of a representation or warranty of a Mortgage Loan exists and submit to arbitration (which arbitration
shall be conducted in substantial compliance with the provisions set forth in Exhibit 9A) to resolve any dispute arising out of
or relating in any way to the Seller’s failure to repurchase a Mortgage Loan following either discovery by or notice to the
Seller of any breach of a representation or warranty which materially and adversely affects the value of a Mortgage Loan or the
Mortgage Loans or the interest of the Purchaser or the issuing entity of the Subsequent Transaction.


 




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In the case of mandatory
arbitration described in part (3) of the immediately preceding paragraph, if it is determined that the Seller has an obligation
to repurchase the Mortgage Loan subject to the arbitration, the Seller shall pay the reasonable legal fees incurred by J.P. Morgan
Mortgage Trust 2014-OAK4 in such arbitration, and if it is determined that the Seller has no obligation to repurchase the Mortgage
Loan subject to the arbitration, J.P. Morgan Mortgage Trust 2014-OAK4 shall pay the reasonable legal fees incurred by the Seller
in such arbitration.


 


With respect to the
Subsequent Transaction, the Seller agrees (1) to cooperate with the Purchaser and the Master Servicer and any prospective
purchaser and any Rating Agency with respect to all reasonable requests and due diligence procedures, which may include any required
originator review and/or servicer review by a Rating Agency (which may involve an on-site visit by a Rating Agency or its designee
and/or furnishing written responses and requested information to a Rating Agency questionnaire) and diligence on the related Mortgagors
under the Mortgage Loans being transferred, including, but not limited to, third-party fraud review, phone verification of employment
through employer; (2)  restate and make the representation and warranties as set forth in the related Assignment, Assumption
and Recognition Agreement substantially in the form attached hereto as Exhibit 9A; and (3) to deliver to Purchaser and
any Rating Agency within seven (7) Business Days after request therefor, information, in form and substance satisfactory to
the entity making such request, about the Mortgage Loans, the Underwriting Guidelines and servicing procedures, about each originator
and servicer, respectively, of the Mortgage Loans or any other information reasonably requested by the entity making such request.
The Seller shall use its reasonable efforts to provide to such Master Servicer or issuer, as the case may be, and any other participants
or purchasers in such Subsequent Transaction: (i) any and all information and appropriate verification of information which
may be reasonably available to the Seller or its affiliates, whether through letters of its auditors and counsel or otherwise,
as the Purchaser, the Master Servicer or any such other participant shall request; (ii) such additional representations, warranties,
covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller and/or the
Servicing Administrator as are reasonably believed necessary by the Purchaser, the Master Servicer or any such other participant;
and (iii) to execute, deliver and satisfy all conditions set forth in any indemnity agreement required by the Purchaser, the
Master Servicer or any such participant. Moreover, the Seller agrees to cooperate with all reasonable requests made by the Purchaser
or the Master Servicer to effect such Reconstitution Agreement.


 




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The Seller and Servicing
Administrator shall indemnify the Master Servicer, the Purchaser, each affiliate of the Purchaser and each underwriter as placement
agent participating in the Subsequent Transaction and each Person who controls the Purchaser or such affiliate and their respective
present and former directors, officers, employees and agents, and hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that
each of them may sustain arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained
in the information provided by the Seller or the Servicing Administrator (or on behalf of the Seller or Servicing Administrator
as directed by the Seller or Servicing Administrator, as applicable) regarding the Seller, the Servicing Administrator, the Mortgage
Loans, the Servicing Administrator’s servicing practices or the performance of the Mortgage Loans or the Underwriting Guidelines
set forth in any offering document prepared in connection with the Subsequent Transaction. For purposes of the previous sentence,
“Purchaser” shall mean the Person then acting as a Purchaser under this Agreement and any and all Persons who previously
were “Purchasers” under this Agreement.


 


SECTION
17.   Severability Clause.


 


Any part, provision,
representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall
not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law, the
parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity
of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to
be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a structure the economic effect of which
is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.


 


SECTION
18.   No Partnership.


 


Nothing herein contained
shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Servicing
Administrator shall be rendered as an independent contractor and not as agent for the Purchaser or the Master Servicer.


 


SECTION
19.   Counterparts.


 


This Agreement may
be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument.


 


SECTION
20.   Governing Law.


 


Except to the extent
preempted by Federal Law, the agreement shall be construed in accordance with the laws of the state of New York and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance with the laws of the state of New York, without
regard to the conflicts of laws provisions of New York or any other jurisdiction. In the event of a dispute or litigation under
this Agreement, the prevailing party shall be entitled to receive all expenses incurred therewith, including reasonable attorneys’
fees and costs.


 




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SECTION
21.   Intention of the Parties.


 


It is the intention
of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the
Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes
as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the
Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal
income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser
in the course of such review.


 


It is not the intention
of the parties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the
parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create
a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning
of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed
to be an assignment and a grant by the Seller to the Purchaser of a security interest in all of the assets transferred, whether
now owned or hereafter acquired.


 


SECTION
22.   Waivers.


 


No term or provision
of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom
such waiver or modification is sought to be enforced.


 


SECTION
23.   Exhibits.


 


The exhibits to this
Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.


 


SECTION
24.    General Interpretive Principles.


 


For purposes of this
Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(a)       the
terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other gender;


 


(b)       accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;


 


(c)       references
herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 




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(d)       reference
to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(e)       the
words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular provision; and


 


(f)       the
term “include” or “including” shall mean without limitation by reason of enumeration.


 


SECTION
25.   Reproduction of Documents.


 


This Agreement and
all documents relating thereto, including, without limitation (a) consents, waivers and modifications which may hereafter
be executed, (b) documents received by any party at the closing and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence.


 


SECTION
26.   Amendment.


 


This Agreement may
be amended from time to time by the Purchaser, the Seller and the Servicing Administrator by written agreement signed by the parties
hereto.


 


SECTION
27.   Confidentiality and Disaster Recovery Plan.


 


Each of the Purchaser,
the Seller and the Servicing Administrator shall employ proper procedures and standards designed to maintain the confidential nature
of the terms of this Agreement, except to the extent (a) the disclosure of which is reasonably believed by such party to be
required in connection with regulatory requirements or other legal requirements relating to its affairs; (b) disclosed to
any one or more of such party’s employees, officers, directors, agents, attorneys or accountants who would have access to
the contents of this Agreement and such data and information in the normal course of the performance of such Person’s duties
for such party, to the extent such party has procedures in effect to inform such Person of the confidential nature thereof; (c) that
is disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a securitization of the Mortgage
Loans by the Purchaser (or an affiliate assignee thereof) or to any Rating Agency or other Person in connection with the resale
or proposed resale of all or a portion of the Mortgage Loans by such party in accordance with the terms of this Agreement; and
(d) that is reasonably believed by such party to be necessary for the enforcement of such party’s rights under this
Agreement.


 




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The Seller and the
Servicing Administrator shall (i) comply with any Applicable Law regarding the privacy and security of Consumer Information
including, but not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et seq.,
(ii) not use Consumer Information in any manner inconsistent with any Applicable Law regarding the privacy and security of
Consumer Information, (iii) not disclose Consumer Information to third parties except at the specific direction of the Purchaser,
(iv) maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized
access as provided by Applicable Law, and (v) immediately notify the Purchaser of any actual or suspected breach of the confidentiality
of Consumer Information that would have a material and adverse effect on the Purchaser. The Seller and Servicing Administrator
shall comply with the Information Security Requirements Exhibit provided by the Initial Purchaser or other similar JPMorgan policies;
provided however, this provision shall only apply while Mortgage Loans and/or REO Properties are owned by the Initial Purchaser
or an affiliate thereof. In addition, the Servicing Administrator represents to the Purchaser that it has in place a response program
to respond to any incident of unauthorized access to Customer Information (as defined in the Guidelines). At all times during the
term of this Agreement, the Servicing Administrator shall maintain administrative, technical and physical safeguards, including
proper information disposal procedures, to ensure the security, confidentiality and integrity of Customer Information, and to protect
such information against any threats or hazards, including, without limitation, unauthorized access or use. The Servicing Administrator
shall require any of its vendors or others, including subservicers or subcontractors, who perform duties related to this Agreement
to meet the requirements set forth herein regarding Customer Information. The Purchaser or its designee or any entity or agency
having authority over Purchaser or an affiliate may audit the Servicing Administrator or any vendor who is performing servicing
duties related to this Agreement to ensure compliance with this provision, or have the Servicing Administrator provide any requested
information regarding its compliance with this provision. The Servicing Administrator agrees to institute any security measures
or safeguards as are reasonably required by the Purchaser to protect Customer Information. Such audit shall be during normal
business hours or at such other times as may be reasonable under applicable circumstances, upon no less than fifteen (15) Business
Days advance notice.


 


Servicing Administrator
will maintain a disaster recovery plan (“DRP”) to provide the servicing set forth in this Agreement, along with any
Subservicer’s capacity to execute the DRP. The DRP will, at a minimum, conform to the standards set by Federal Financial
Institutions Examination Council (if applicable) or be acceptable to the Purchaser. Upon request, Servicing Administrator shall
provide such then-current version of the DRP. In addition, Servicing Administrator shall perform disaster recovery tests at least
annually. Servicing Administrator shall provide the Purchaser with a written description of all DRP tests in sufficient detail
to allow Purchaser to assess the success of each test. Upon the occurrence of any disaster requiring use of the DRP, Servicing
Administrator will promptly: (i) notify the Purchaser of the disaster; and (ii) provide the servicing set forth herein
in a manner that is at least equal to Servicing Administrator’s other customers.


 


SECTION
28.   Entire Agreement.


 


This Agreement constitutes
the entire agreement and understanding relating to the subject matter hereof between the parties hereto and any prior oral or written
agreements between them shall be deemed to have merged herewith.


 




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SECTION
29.   Further Agreements.


 


Each of Seller and
Servicing Administrator shall, upon reasonable request of Purchaser, promptly execute and deliver to Purchaser all of such other
and further documents and instructions of transfer, conveyance and assignment, and shall take such other action Purchaser may reasonably
require to more effectively transfer, convey, assign to and vest in Purchaser and to put Purchaser in possession of the property
to be transferred, conveyed, assigned and delivered hereunder and otherwise to carry out more effectively the intent of the provisions
under this Agreement. Further, each of Seller and Servicing Administrator shall, upon reasonable request of Purchaser, provide
information and documentation relevant to Seller or Servicing Administrator, as applicable, and their respective purchase, sale
and servicing practices and procedures. Each of Seller, Servicing Administrator, and Purchaser agrees to execute and deliver to
the other any other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate
to effectuate the purposes of this Agreement.


 


SECTION
30.   Successors and Assigns.


 


This Agreement shall
bind and inure to the benefit of and be enforceable by the Purchaser, the Seller, and the Servicing Administrator, and the respective
successors and assigns of the Purchaser, the Seller, and the Servicing Administrator. The Purchaser may assign this Agreement to
J.P. Morgan Mortgage Trust 2014-OAK4. Upon such assignment, J.P. Morgan Mortgage Trust 2014-OAK4 shall succeed to all rights and
obligations of the Purchaser under this Agreement to the extent of the Mortgage Loans, and this Agreement shall be deemed to be
a separate and distinct Agreement among the Seller, the Servicing Administrator and J.P. Morgan Mortgage Trust 2014-OAK4.


 


SECTION
31.   Non-Solicitation.


 


From and after the
Closing Date, each of the Seller, the Servicing Administrator and any of their respective affiliates hereby agrees that it will
not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors
on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing
a Mortgage Loan, in whole or in part, without the prior written consent of Purchaser or its designee. It is understood and agreed
that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and
to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to
Purchaser pursuant hereto on the Closing Date and none of the Seller, the Servicing Administrator or any of their respective affiliates
shall take any action to undermine these rights and benefits.


 


Notwithstanding the
foregoing, it is understood and agreed that the Seller, the Servicing Administrator or any of their respective affiliates:


 


(a)       may
provide pay-off information and otherwise cooperate with individual Mortgagors who contact it about prepaying their mortgages by
advising them of refinancing terms and streamlined origination arrangements that are available; and


 




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(b)       may
offer to refinance a Mortgage Loan made within 30 days following receipt by it of a pay-off request from the related Mortgagor.


 


Promotions undertaken
by the Seller or the Servicing Administrator or by any affiliate of the Seller or the Servicing Administrator which are directed
to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper,
radio and television advertisements), shall not constitute solicitation under this Section 31.


 


SECTION
32.   Third Party Beneficiary. For purposes of this Agreement, including but
not limited to Section 33, any Master Servicer shall be considered a third party beneficiary to this Agreement entitled to
all rights and benefit accruing to any Master Servicer herein as if were a direct party to this Agreement.


 


SECTION
33.   Compliance With Regulation AB


 


Subsection
33.01           Intent of the Parties; Reasonableness.


 


The Purchaser
and the Seller acknowledge and agree that the purpose of Section 33 of this Agreement is to facilitate compliance by the Purchaser
and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation
AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller
acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable
disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable
disclosure in private offerings.


 


Neither the
Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations
of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities
Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Purchaser, any Master Servicer or any Depositor in good faith
for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with
the Subsequent Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its
assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any
other information necessary in the good faith determination of the Purchaser, any Master Servicer or any Depositor to permit the
Purchaser, any Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures
relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.


 




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The Purchaser
(including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information
under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment,
to comply with Regulation AB.


 


Subsection
33.02       Additional Representations and Warranties of the Seller.


 


(a)       The
Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided
to the Purchaser or any Depositor under Subsection 33.03 that, except as disclosed in writing to the Purchaser or such Depositor
prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other
performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the
Seller has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria
with respect to other securitizations of residential mortgage loans involving the Seller as servicer has been disclosed or reported
by the Seller; (iv) no material changes to the Seller’s policies or procedures with respect to the servicing function
it will perform under this Agreement or the Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans
have occurred during the three-year period immediately preceding the Subsequent Transaction; (v) there are no aspects of the
Seller’s financial condition that could have a material adverse effect on the performance by the Seller of its servicing
obligations under this Agreement or the Reconstitution Agreement; (vi) there are no material legal or governmental proceedings
pending (or known to be contemplated) against the Seller, any Subservicer or any Third-Party Originator; and (vii) there are
no affiliations, relationships or transactions relating to the Seller, any Subservicer or any Third-Party Originator with respect
to the Subsequent Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of
Regulation AB.


 


(b)       If
so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser
or any Depositor under Subsection 33.03, the Seller shall, within five Business Days following such request, confirm in writing
the accuracy of the representations and warranties set forth in paragraph (a) of this Subsection or, if any such representation
and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.


 


Subsection
33.03       Information to Be Provided by the Seller.


 


The Seller
shall (i) within five Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such
Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance
reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a), (b),
(c), (f) and (g) of this Subsection, and (ii) as promptly as practicable following notice to or discovery by the Seller, provide
to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor)
the information specified in paragraph (d) of this Subsection.


 




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(a)       If
so requested by the Purchaser or any Depositor, the Seller shall provide such information regarding (i) the Seller, as originator
of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party
Originator, and (iii) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1),
1105, 1110, 1111, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:


 


(A)       the
originator’s form of organization;


 


(B)       a
description of the originator’s origination program and how long the originator has been engaged in originating residential
mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans
of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio;
and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance
of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar
type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose
of compliance with Item 1110(b)(2) of Regulation AB;


 


(C)       a
description of any material legal or governmental proceedings pending (or known to be contemplated) against the Seller, each Third-Party
Originator and each Subservicer; and


 


(D)       a
description of any affiliation or relationship between the Seller, each Third-Party Originator, each Subservicer and any of the
following parties to the Subsequent Transaction, as such parties are identified to the Seller by the Purchaser or any Depositor
in writing in advance of such Subsequent Transaction:


 


(1)       the
sponsor;


 


(2)       the
depositor;


 


(3)       the
issuing entity;


 


(4)       any
servicer;


 


(5)       any
trustee;


 


(6)       any
originator;


 




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(7)       any
significant obligor;


 


(8)       any
enhancement or support provider; and


 


(9)       any
other material transaction party.


 


(b)       [Reserved].


 


(c)       If
so requested by the Purchaser or any Depositor, the Seller shall provide such information regarding the Seller, as servicer of
the Mortgage Loans, and each Subservicer (each of the Seller and each Subservicer, for purposes of this paragraph, a “Servicer”),
as is requested for the purpose of compliance with Item 1108 of Regulation AB. Such information shall include, at a minimum:


 


(A)       the
Servicer’s form of organization;


 


(B)       a
description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s
experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures
for, the servicing function it will perform under this Agreement and the Reconstitution Agreement; information regarding the size,
composition and growth of the Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans
and information on factors related to the Servicer that may be material, in the good faith judgment of the Purchaser or any Depositor,
to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without
limitation:


 


(1)       whether
any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Servicer have defaulted or experienced
an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding
the Subsequent Transaction;


 


(2)       the
extent of outsourcing the Servicer utilizes;


 


(3)       whether
there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations
of residential mortgage loans involving the Servicer as a servicer during the three-year period immediately preceding the Subsequent
Transaction;


 


(4)       whether
the Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger; and


 


(5)       such
other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2)
of Regulation AB;


 




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(C)       a
description of any material changes during the three-year period immediately preceding the Subsequent Transaction to the Servicer’s
policies or procedures with respect to the servicing function it will perform under this Agreement and the Reconstitution Agreement
for mortgage loans of a type similar to the Mortgage Loans;


 


(D)       information
regarding the Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event
or circumstance involving the Servicer could have a material adverse effect on the performance by the Seller of its servicing obligations
under this Agreement or the Reconstitution Agreement;


 


(E)       information
regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s overall servicing portfolio of residential
mortgage loans for the three-year period immediately preceding the Subsequent Transaction, which may be limited to a statement
by an authorized officer of the Servicer to the effect that the Servicer has made all advances required to be made on residential
mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage
and type of advances not made as required, and the reasons for such failure to advance;


 


(F)       a
description of the Servicer’s processes and procedures designed to address any special or unique factors involved in servicing
loans of a similar type as the Mortgage Loans;


 


(G)       a
description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through
liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; and


 


(H)       information
as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging,
restructuring, partial payments considered current or other practices with respect to delinquency and loss experience.


 


(d)       [Reserved].


 


(e)       [Reserved].


 


(f)       [Reserved].


 


(g)       [Reserved].


 


(h)       The
Servicing Administrator shall provide to the Purchaser, any Depositor and any Master Servicer such additional information as the
Master Servicer may reasonably request, including (i) evidence of the authorization of the person signing any certification
or statement, (ii) copies or other evidence of Fidelity Bond Insurance and Error and Omissions Insurance Policies, financial
information and reports, and such other information related to the Servicing Administrator or any Subservicer’s performance
or its performance hereunder.


 




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Subsection
33.04       Annual Statement as to Compliance.


 


Servicing
Administrator will deliver to the Purchaser or its designee on or before March 1st of each calendar year,
commencing in (i) if the Agreement is dated on or prior to March 1 of a calendar year, the calendar year of the date
of this Agreement or (ii) in all cases, the calendar year subsequent to the date of this Agreement, Servicing Administrator’s
compliance statement required by Item 1123 of Regulation AB, which as of the date hereof requires a statement, signed by an
authorized officer of the Servicing Administrator, to the effect that (i)  a review of Servicing Administrator’s servicing
activities during the prior calendar year (or applicable portion thereof) and of its performance of the servicing obligations under
this Agreement has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge,
based on such review, Servicing Administrator has fulfilled all of its servicing obligations under this Agreement in all material
respects throughout the period covered by the prior calendar year (or applicable portion thereof) or, if there has been a failure
to fulfill any such servicing obligation in any material respect, a statement of such failure known to such officer and the nature
and the status thereof.


 


Subsection
33.05       [Reserved].


 


Subsection
33.06       Use of Subservicers and Subcontractors.


 


The Seller
shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Seller as servicer
under this Agreement or the Reconstitution Agreement unless the Seller complies with the provisions of paragraph (a) of this
Subsection. The Seller shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer
to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Seller as servicer under
this Agreement or the Reconstitution Agreement unless the Seller complies with the provisions of paragraph (b) of this Subsection.


 


(a)       It
shall not be necessary for the Seller to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization
of any Subservicer. The Seller shall cause any Subservicer used by the Seller (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Subsections 33.02, 33.03(c), (e), (f) and (g), 33.04,
33.05, 33.06 and 33.07 of this Agreement to the same extent as if such Subservicer were the Seller, and to provide the information
required with respect to such Subservicer under Subsection 33.03(d) of this Agreement. The Seller shall be responsible for
obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to
be delivered by such Subservicer under Subsections 33.04 and 33.06, any assessment of compliance and attestation required
to be delivered by such Subservicer under Subsections 33.05 and 33.06 and any certification required to be delivered to the
Person that will be responsible for signing the Sarbanes Certification under Subsection 33.05 as and when required to be delivered.


 




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(b)       It
shall not be necessary for the Seller to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization
of any Subcontractor. The Seller shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or
any designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser,
any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Seller or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii)
of this paragraph.


 


As a condition
to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning
of Item 1122 of Regulation AB, the Seller shall cause any such Subcontractor used by the Seller (or by any Subservicer) for
the benefit of the Purchaser and any Depositor to comply with the provisions of Subsection  33.07 of this Agreement to the
same extent as if such Subcontractor were the Seller.


 


Subsection
33.07       Indemnification; Remedies.


 


(a)       The
Servicing Administrator shall indemnify the Purchaser, the Master Servicer, each affiliate of the Purchaser, and each of the following
parties participating in the Subsequent Transaction: the Depositor, each sponsor and issuing entity; each Person (including but
not limited to any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required
to be filed with the Commission with respect to such Subsequent Transaction; each broker dealer acting as underwriter, placement
agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees,
agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall
hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:


 


(i)(A)       any
untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’
letter or other material provided under Section 33 by or on behalf of the Servicing Administrator, or provided under Section 33
by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Servicing Administrator Information”),
or (B) the omission or alleged omission to state in the Servicing Administrator Information a material fact required to be
stated in the Servicing Administrator Information or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall
be construed solely by reference to the Servicing Administrator Information and not to any other information communicated in connection
with a sale or purchase of securities, without regard to whether the Servicing Administrator Information or any portion thereof
is presented together with or separately from such other information; or


 




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(ii)       [reserved];


 


(iii)       any
breach by the Servicing Administrator of a representation or warranty set forth in Subsection 33.02(a) or in a writing furnished
pursuant to Subsection 33.02(b) and made as of a date prior to the closing date of the Subsequent Transaction, to the extent
that such breach is not cured by such closing date, or any breach by the Servicing Administrator of a representation or warranty
in a writing furnished pursuant to Subsection 33.02(b) to the extent made as of a date subsequent to such closing date; or


 


(iv)       the
negligence, bad faith or willful misconduct of the Servicing Administrator in connection with its performance under Section 33.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicing Administrator agrees
that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or
liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicing Administrator on the other.


 


This indemnification
shall survive the termination of this Agreement or the termination of any party to this Agreement.


 


(b)       (i)       Any
failure by the Servicing Administrator, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information,
report, certification, accountants’ letter or other material when and as required under Section 33, or any breach by
the Servicing Administrator of a representation or warranty set forth in Subsection 33.02(a) or in a writing furnished pursuant
to Subsection 33.02(b) and made as of a date prior to the closing date of the Subsequent Transaction, to the extent that such
breach is not cured by such closing date, or any breach by the Seller of a representation or warranty in a writing furnished pursuant
to Subsection 33.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (ii)
of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to
the Servicing Administrator under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser,
the Master Servicer or Depositor, as applicable, in its sole discretion, to terminate the rights and obligations of the Servicing
Administrator as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding
anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Servicing Administrator
(and if the Servicing Administrator is servicing any of the Mortgage Loans in the Subsequent Transaction, appoint a successor servicer
reasonably acceptable to any Master Servicer for such Subsequent Transaction); provided that to the extent that any provision
of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations
following termination of the Servicing Administrator as servicer, such provision shall be given effect.


 




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(ii)       Any
failure by the Servicing Administrator, any Subservicer or any Subcontractor to deliver any information, report, certification
or accountants’ letter when and as required under Subsections 33.04 and 33.05, including any failure by the Servicing
Administrator to identify pursuant to Subsection 33.06(b) any Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which
such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of
Default (notwithstanding any other provisions of this Agreement or the Reconstitution Agreement to the contrary) with respect to
the Servicing Administrator under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser,
any Master Servicer or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Seller as
servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this
Agreement to the contrary) of any compensation to the Seller (and if the Servicing Administrator is servicing any of the Mortgage
Loans in the Subsequent Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Subsequent
Transaction); provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement
expressly provides for the survival of certain rights or obligations following termination of the Servicing Administrator as servicer,
such provision shall be given effect.


 


(iii)       The
Servicing Administrator shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and
any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such
are incurred, in connection with the termination of the Servicing Administrator as servicer and the transfer of servicing of the
Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor
may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity
or at law, such as an action for damages, specific performance or injunctive relief.


 




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IN WITNESS WHEREOF,
the Purchaser, the Seller and the Servicing Administrator have caused their names to be signed hereto by their respective officers
thereunto duly authorized on the date first above written.


 


	 	 	J.P. MORGAN MORTGAGE ACQUISITION CORP., as Purchaser
	 	 	 
	 	 	By:	/s/ Helaine Hebble
	 	 	 	Name: Helaine Hebble
	 	 	 	Title: Executive Director
	 	 	 
	 	 	FIVE OAKS ACQUISITION CORP., as Seller and as Servicing Administrator
	 	 	 
	 	 	By:	/s/ Darren Comisso
	 	 	 	Name: Darren Comisso
	 	 	 	Title: Executive Vice President


 


JPMMAC – Five Oaks MLPSA


 






    	 



    	 



    

 


EXHIBIT 1


 


FORM OF SELLER’S AND SERVICER’S
OFFICER’S CERTIFICATE


 




    	Ex. 1-1



    	 



    

 


EXHIBIT 2


 


MORTGAGE LOAN DOCUMENTS


 




    	 



    	 



    

 


EXHIBIT 3


 


CONTENTS OF EACH MORTGAGE FILE


 




    	Ex. 3-2



    	 



    

 


EXHIBIT 4


 


MORTGAGE LOAN SCHEDULE FIELDS


 




    	Ex. 4-1



    	 



    

 


EXHIBIT 5


 


FORM OF PURCHASE ADVICE


 




    	 



    	 



    

 


EXHIBIT 6


 


FORM OF OPINION OF COUNSEL


 




    	Ex. 6-1



    	 



    

 


EXHIBIT 7


 


CUSTODIAL ACCOUNT CERTIFICATION


 




    	 



    	 



    

 


EXHIBIT 8


 


ESCROW ACCOUNT CERTIFICATION


 




    	Ex. 6-2



    	 



    

 


EXHIBIT 9A


 


ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
(SECURITIZATION)


 


Exhibit A


 


SELLER MORTGAGE LOANS REPRESENTATIONS AND
WARRANTIES


 


Exhibit B


 


Monthly Reporting


 


EXHIBIT C


 


NOTICE OF NEW CREDITOR


 


ANNEX I


 


Seller Mortgage Loan Schedule


 




    	Ex. 9A-1



    	 



    

 


EXHIBIT 9B


 


RESERVED


 




    	Ex. 9B-1



    	 



    

 


EXHIBIT 10


 


RESERVED


 




    	 



    	 



    

 


EXHIBIT 11


 


SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


 




    	Ex. 11-1



    	 



    

 


EXHIBIT 12


 


ANNUAL CERTIFICATION


 




    	Ex. 12-1



    	 



    

 


EXHIBIT 13


 


MONTHLY REPORTING


 




    	Ex. 13-1



    	 



    

 


EXHIBIT 14


 


CALCULATION OF GAIN/LOSS

ON DELINQUENT LOAN WORKSHEET


 




    	Ex. 14-1



    	 



    

 


EXHIBIT 15


 


Standard File Layout – Delinquency Reporting


 




    	Ex. 15-1



    	 



    

 


EXHIBIT 16


 


RESERVED


 




    	 



    	 



    

 


EXHIBIT 17


 


PHH RECONSTITUTION AGREEMENT


 




    	 



    	 



    

 


EXHIBIT 18


 


SHELLPOINT SUBSERVICING AGREEMENT