67 SECTION 25. Reproduction of Documents 68
SECTION 26. Amendment 68 SECTION 27. Confidentiality and Disaster Recovery Plan
68
ii
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
iii
EXHIBIT 15 DELINQUENCY REPORTING
EXHIBIT 16 RESERVED
EXHIBIT 17 PHH
RECONSTITUTION AGREEMENT
EXHIBIT 18 SHELLPOINT SUBSERVICING AGREEMENT
iv
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.