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Document Preview Mortgage Loan Sale Agreement |
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Title: |
Mortgage Loan Sale Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 8KB of 29KB total |
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Price: |
$43 |
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ID: |
#2848603 |
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CHASE MORTGAGE FINANCE CORPORATION
PURCHASER
CHASE HOME FINANCE LLC
MORTGAGE LOAN SELLER
MORTGAGE LOAN SALE AGREEMENT
Dated as of April 1, 2007
$1,075,181,901 (APPROXIMATE)
{PAGE}
Mortgage Loan Sale Agreement (the "Agreement"), dated as of April 1, 2007
between Chase Mortgage Finance Corporation, as purchaser (the "Purchaser"), and
Chase Home Finance LLC, as seller (the "Mortgage Loan Seller").
The Mortgage Loan Seller agrees to sell, and the Purchaser agrees to
purchase, certain mortgage loans listed in Exhibit A hereto (the "Mortgage
Loans") as described herein. The Purchaser, a Delaware corporation with its
principal place of business in Iselin, New Jersey, is a wholly-owned
limited-purpose finance subsidiary of JPMorgan Chase & Co. The Purchaser intends
to deposit the Mortgage Loans into a trust and sell a series of Mortgage
Pass-Through Certificates, Series 2007-S3 (the "Certificates"), evidencing
interests in the Mortgage Loans under a Pooling and Servicing Agreement to be
dated as of April 1, 2007 among the Purchaser, JPMorgan Chase Bank, N.A., as
servicer, JPMorgan Chase Bank, N.A., as custodian and The Bank of New York Trust
Company, N.A., as trustee (the "Trustee") and paying agent (the "Paying Agent"),
substantially in the form previously delivered by the Purchaser to the Mortgage
Loan Seller (the "Pooling and Servicing Agreement") and a Trust Agreement, dated
as of April 1, 2007 among the Depositor, the Trustee and the Paying Agent (the
"Trust Agreement").
Pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
all of its right, title and interest in and to the Mortgage Loans to the Trustee
for the benefit of the Certificateholders. The Certificates will consist of
Class A Certificates (the "Class A Certificates"), Class M Certificates (the
"Class M Certificates," and together with the Class A Certificates, the Class
B-1 Certificates, the Class B-2 Certificates and the Class B-3 Certificates, the
"Offered Certificates"), and the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates (collectively, the "Class B Certificates")
and will evidence specified interests in a pool of Mortgage Loans and certain
other property held in trust under the Pooling and Servicing Agreement and the
Trust Agreement. The Class M Certificates and the Class B Certificates, the
aggregate original principal amount of which will initially equal approximately
1.70% and 2.80%, respectively, of the outstanding principal balance of the
Mortgage Loans, will be subordinate to the Class A Certificates, the aggregate
original principal amount of which will initially equal approximately 95.50% of
the outstanding principal balance of the Mortgage Loans (such percentage
referred to herein as the "Senior Percentage").
The Purchaser has filed with the Securities and Exchange Commission (the
"Commission") registration statements on Form S-3 relating to the Offered
Certificates, and the offering thereof from time to time in accordance with Rule
415 under the Securities Act of 1933 and the rules of the Commission thereunder.
The Purchaser has caused a prospectus dated April 17, 2007 as supplemented by a
prospectus supplement, dated April 24, 2007 (as supplemented, the "Prospectus")
to be prepared with respect to the sale of the Offered Certificates, copies of
which have been delivered to the Mortgage Loan Seller.
All capitalized terms not otherwise defined herein have the meanings set
forth in the Pooling and Servicing Agreement. The following terms are defined as
follows:
Cut-off Date: April 1, 2007
First Distribution Date: May 25, 2007
{PAGE}
Closing Date: April 25, 2007
Now, therefore, in consideration of the premises and the mutual agreements
set forth herein, the parties agree as follows:
ARTICLE 1
SALE AND CONVEYANCE OF MORTGAGE LOANS
SECTION 1.01 Sale and Conveyance of Mortgage; Possession of Mortgage File.
The Mortgage Loan Seller does hereby sell, transfer, assign, set over and convey
to the Purchaser, without recourse, all right, title, and interest of the
Mortgage Loan Seller in and to the Mortgage Loans and each of the documents and
records maintained by the Mortgage Loan Seller with respect to the origination
or servicing of a particular Mortgage Loan (each, a "Mortgage File") including
all principal and interest due on or with respect to the Mortgage Loans after
the Cut-off Date. All documents relating to the Mortgage Loans not delivered to
the Purchaser are and shall be held in trust by the Mortgage Loan Seller for the
benefit of the Purchaser as the owner thereof or the Purchaser's assignee or
designee and the Mortgage Loan Seller's possession of the contents of each such
document so retained is at the will of the Purchaser or the Purchaser's assignee
or designee and such retention and possession by the Mortgage Loan Seller is in
a custodial capacity only. Upon the sale of the Mortgage Loans, the ownership of
each related Mortgage Note, the Mortgage and the contents of the related
Mortgage File will be 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 Mortgage Loan Seller shall immediately vest in
the Purchaser and shall be retained and maintained, in trust, by the Mortgage
Loan Seller at the will of the Purchaser in such custodial capacity only. The
Mortgage Loan Seller's records will accurately reflect the sale of each Mortgage
Loan to the Purchaser. The Mortgage Loan Seller shall release its custody of the
contents of any Mortgage File only in accordance with written instructions from
the Purchaser or the Purchaser's assignee or designee, except that where such
release is required as incidental to a repurchase of any such Mortgage Loan
pursuant to Section 1.04 or 2.02 hereof, such written instructions shall not be
required. The ownership of each Mortgage Note, the Mortgage and the contents of
the related Mortgage File will be vested in the Trustee, as assignee of the
Purchaser. The Mortgage Loan Seller shall not take any action inconsistent with
such ownership and shall not claim any ownership interest therein. The Mortgage
Loan Seller shall respond to any third party inquiries with respect to ownership
of the Mortgage Loans by stating that such ownership is held by the Trustee and
the Certificateholders.
SECTION 1.02 Books and Records. From and after the sale of the Mortgage
Loans to the Purchaser, record title to each Mortgage and the related Mortgage
Note shall be transferred to the Purchaser or its assignee in accordance with
this Agreement. All rights arising out of the Mortgage Loans, including, but not
limited to, all funds received on or in connection with a Mortgage Loan, shall
be received and held by the Mortgage Loan Seller in trust for the benefit of the
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