Case

Case 1:15-cv-00293-LTS-RWL
1:15-cv-00293-LTS-RWL Document
Document 425-11
344-11 Filed
Filed 09/30/19
12/04/18 Page
Page 1
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PLA,NTIFF’S EXHIBIT 11
 Case
Case 1:15-cv-00293-LTS-RWL
1:15-cv-00293-LTS-RWL Document
Document 425-11
344-11 Filed
Filed 09/30/19
12/04/18 Page
Page 2
2 of
of 5
5

Mortgage Resolution Servicing, LLC

2101 NW Corporate Boulevard, Suite 320
Boca Raton, FL 33431

December 22, 2008

Mr. Victor B. Fox

Vice President
Real Estate Recovery
Chase Home Finance
8333 Ridgepoint Drive
Irving, TX 75063

Re: Non-Performing Closed End First Mortgage Loan Portfolio:

Approximate Aggregate UPB $100,000,000

Dear Mr. Fox:

This letter ("Letter") sets forth the principal terms on which Mortg~ge Resolution
Servicing LLC ("MRS") acceptable to Chase Home Finance ("Chase) intertds to purchase, and
Chase and/or certain of its direct or indirect subsidiaries (collectively, "Se~ler") intend to sell, the
pool of impaired first lien mortgage loans identified on Exhibit A (the "M~rtgage Loans") having
an aggregate unpaid principal balance of approximately $100,000,000 as of December 22, 2008,
(the "Cut-off Date 1' ) , subject to the terms and conditions set forth in this Letter (the
"Transaction"). The terms and conditions on which the parties intend to c<;msummate the
Transaction are as follows:

1. The Mortgage Loans. The Mortgage Loans are first lien mortgqge loans that are or
have been delinquent in payment for 180 or more days and have been or may otherwise be in
default..

2. Form of Sale. (a) Seller shall sell, assign, transfer and convey, &nd Purchaser will
purchase and acquire, all of Seller's right, title and interest in, to and uncle~ the Mortgage Loans
and each and every collateral document, account or other asset securing th~ Mortgage Loans.
The Mortgage Loans will be sold without recourse, representation or wam;\nty by Seller except
to
that Seller will represent and warrant as to (i) the accuracy of certain data be set forth in a
mortgage loan data tape to be provided by Seller as to the Mortgage Loans~ (ii) Seller's title to
and ability to sell the Mortgage Loans; ; and (iii) compliance with any anci. all requirements of
any federal, state or local law including, without limitation, usury, truth-in-tlending, real estate
settlement procedures, consumer credit protection and privacy, equal credit opportunity,
disclosure or predatory and abusive lending laws applicable to the Mortgage Loan. The
Mortgage Loans will be sold on a whole loan, servicing-released basis. The terms and
provisions of the agreement for the purchase and sale and interim servicing of the Mortgage
Loans shall be set forth in a mutually satisfactory purchase agreement to bd negotiated, executed
and delivered by Purchaser and Seller.

(b) Purchaser shall disclose to Seller such information regarding P1)irchaser as Seller shall
request, including information regarding its relationships with its investors and sources and

JPMC-MRS-00005007
Co idential Treatment Requested by JPMC
 Case
Case 1:15-cv-00293-LTS-RWL
1:15-cv-00293-LTS-RWL Document
Document 425-11
344-11 Filed
Filed 09/30/19
12/04/18 Page
Page 3
3 of
of 5
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means of funding for the Transaction. In addition, Purchaser shall represe;nt and warrant to
Seller that its formation, funding and all other matters incidental to its inv~lvement in the
Transacti on comply with all applicable securities laws, and Purchaser shall provide such legal
opinions as to such laws as Seller may request. Purchase r shall indemnif y Seller and its affiliates
against any breach or alleged breach of such laws.

3. Purchase Price. The purchase price for the Mortgage Loans sh~ll be $200,000.00 (the
"Purchase Price"). The Purchase Price shall be paid in full by Purchaser dn the Closing Date (as
defined herein) by wire transfer of immediat ely available funds to Seller o'r Seller's designee at
such account as it shall specify to Purchaser.

All payments, proceeds and recoveries related to the Mortgage Loans received after the
Cut-off Date will be for the account of Purchase r.

4. Reimburs ement Obligations. Purchase r shall have no obligatio~ to reimburse Seller

for negative escrow balances or negative suspense balances and shall be e*titled to all positive
escrow balances and positive suspense balances as of the Cut~Off Date. S~ller shall not offset
the negative escrow balances against the positive escrow balances. PurcMser shall have no
obligation s to reimburse Seller for any expense, paid or unpaid, billed or n:ot billed, incurred by
Seller prior to the Cut-Off Date. Seller shall be liable for all expenses, cos,ts, charges, and
advances incurred prior to the Cut-Off Date, including any attorneys ' fees,: real estate taxes and
servicer advances. Purchase r shall be liable for all expenses, costs, charge~, and advances
incurred after the Cut-Off Date, including any attorneys ' fees and servicer advances.

5. Due Diligence. All due diligence has been performe d and Purchaser accepts and
approves the pool with NO BUYBAC K Provision whatsoever.

6. Closing Date. The closing of the sale of the Mortgage .Loans shp.11 occur on or before
Decembe r 31st, 2008 or such other date as may be agreed upon between Pµrchaser and Seller
(the "Closing Date").

7. Expenses. Each party will bear its own costs, fees and expense$ in connectio n with
this Letter and the Transacti on (includin g the costs, fees and expenses of it~ attorneys). Seller
will bear the cost of the delivery of the servicing /originati on files to the Purchaser or its designee
(including any costs owed to Seller's custodian related to the release and s~ipment of the
servicing/origination files to Purchaser or its designee ); the costs of prepar~ng and recording any
assignments of mortgage (including intervenin g assignme nts necessary to perfect title to
Purchaser) from Seller to Purchaser and endorsing notes to Purchaser, as rdquired; the costs of
delivering complete master-file tape informati on and other electronically stored infonnati on to
Purchaser; the costs of notifying the mortgago rs, hazard, flood and mortgage insurance
companies, and others, as necessary, and the costs of shipping all Mortgag~ Loan records and
servicing-related files to Purchaser. Purchase r will be responsible for the ~osts of its due
diligence.

[SIGNAT URE PAGE TO FOLLOW ]

Confidential Treatment Requested by JPMC JPMC-MR S-000050 08

 Case
Case 1:15-cv-00293-LTS-RWL
1:15-cv-00293-LTS-RWL Document
Document 425-11
344-11 Filed
Filed 09/30/19
12/04/18 Page
Page 4
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Very truly yours,

MORTGAGE RESOLUTION° SERVICING, LLC

By: < I
1
- -

Name: Larry Schneid~r

Title: Managing Me1J11ber

AGREED AND ACCEPTED:

Chase Home Finance

By:
Name: Victor B. Fox
Title: Vice President

Confidential Treatment Requested by JPMC JPMC-MRS-00005009

 Case
Case 1:15-cv-00293-LTS-RWL
1:15-cv-00293-LTS-RWL Document
Document 425-11
344-11 Filed
Filed 09/30/19
12/04/18 Page
Page 5
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Exhibit A

MORTGA GE LOANS

Confidential Treatment Requested by JPMC JPMC-MRS -00005010